FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-173731
The Accumulator(R) Series

A combination variable and fixed deferred annuity contract

PROSPECTUS DATED MAY 1, 2013

PLEASE READ AND KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT CONTAINS
IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE TAKING ANY 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.

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WHAT IS THE ACCUMULATOR(R) SERIES ?

The Accumulator(R) Series are deferred annuity contracts issued by AXA
EQUITABLE LIFE INSURANCE COMPANY. The series consists of Accumulator(R),
Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/ and Accumulator(R)
Select/SM/. The contracts provide for the accumulation of retirement savings
and for income. The contracts offer income and death benefit protection as
well. They also offer a number of payout options. You invest to accumulate
value on a tax-deferred basis in one or more of our "investment options": (i)
variable investment options, (ii) the guaranteed interest option, (iii) fixed
maturity options, or (iv) the account for special dollar cost averaging or the
account for special money market dollar cost averaging+.

WITH LIMITED EXCEPTIONS, WE NO LONGER ACCEPT CONTRIBUTIONS TO THE CONTRACTS. WE
CURRENTLY CONTINUE TO ACCEPT CONTRIBUTIONS TO: (I) QP CONTRACTS; AND (II) ALL
CONTRACTS ISSUED IN THE STATE OF FLORIDA. REFERENCES TO CONTRIBUTIONS IN THIS
PROSPECTUS ARE FOR THE BENEFIT OF CONTRACT OWNERS CURRENTLY ELIGIBLE TO
CONTINUE MAKING CONTRIBUTIONS TO THE CONTRACTS.

The contracts may not have been available in all states. Certain features and
benefits described in this Prospectus may vary in your state; all features and
benefits may not be available in all contracts, in all states or from all
selling broker-dealers. Please see Appendix VII later in this Prospectus for
more information on state availability and/or variations of certain features
and benefits. All optional features and benefits described in this Prospectus
may not have been available at the time you purchased the contract. We have the
right to restrict availability of any optional feature or benefit. In addition,
not all optional features and benefits may be available in combination with
other optional features and benefits. We can refuse to accept any application
or contribution from you at any time, including after you purchase the contract.
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(+)The account for special dollar cost averaging is only available with
Accumulator(R) and Accumulator(R) Elite/SM/ contracts. The account for
special money market dollar cost averaging is only available with
Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts.

.. AXA Aggressive Allocation/(1)/ . EQ/Large Cap Value Index
.. AXA Conservative Allocation/(1)/ . EQ/Large Cap Value PLUS
.. AXA Conservative-Plus Allocation/(1)/ . EQ/Lord Abbett Large Cap Core
.. AXA Moderate Allocation/(1)/ . EQ/MFS International Growth
.. AXA Moderate-Plus Allocation/(1)/ . EQ/Mid Cap Index
.. EQ/AllianceBernstein Small Cap Growth . EQ/Mid Cap Value PLUS
.. EQ/AXA Franklin Small Cap Value Core . EQ/Money Market
.. EQ/BlackRock Basic Value Equity . EQ/Montag & Caldwell Growth
.. EQ/Boston Advisors Equity Income . EQ/Morgan Stanley Mid Cap Growth
.. EQ/Calvert Socially Responsible . EQ/Mutual Large Cap Equity
.. EQ/Capital Guardian Research . EQ/Oppenheimer Global
.. EQ/Common Stock Index . EQ/PIMCO Ultra Short Bond
.. EQ/Core Bond Index . EQ/Quality Bond PLUS
.. EQ/Davis New York Venture . EQ/Small Company Index
.. EQ/Equity 500 Index . EQ/T. Rowe Price Growth Stock
.. EQ/Equity Growth PLUS . EQ/Templeton Global Equity
.. EQ/Franklin Core Balanced . EQ/UBS Growth and Income
.. EQ/Franklin Templeton Allocation . EQ/Van Kampen Comstock
.. EQ/GAMCO Mergers and Acquisitions . EQ/Wells Fargo Omega Growth
.. EQ/GAMCO Small Company Value . Multimanager Aggressive Equity
.. EQ/Global Bond PLUS . Multimanager Core Bond
.. EQ/Global Multi-Sector Equity . Multimanager International Equity
.. EQ/Intermediate Government Bond . Multimanager Large Cap Core Equity
.. EQ/International Core PLUS . Multimanager Large Cap Value
.. EQ/International Equity Index . Multimanager Mid Cap Growth
.. EQ/International Value PLUS . Multimanager Mid Cap Value
.. EQ/JPMorgan Value Opportunities . Multimanager Multi-Sector Bond
.. EQ/Large Cap Core PLUS . Multimanager Small Cap Growth
.. EQ/Large Cap Growth Index . Multimanager Small Cap Value
.. EQ/Large Cap Growth PLUS . Multimanager Technology
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(1)The "AXA Allocation" Portfolios.

You may allocate amounts to any of the variable investment options. At any
time, we have the right to limit or terminate your contributions and
allocations to any of the variable investment options and to limit the number
of variable investment options which you may elect. Each variable investment
option is a subaccount of Separate Account No. 49. Each variable investment
option, in turn, invests in a corresponding securities portfolio ("Portfolio")
of AXA Premier VIP Trust or EQ Advisors Trust (the "Trusts"). Your investment
results in a variable investment option will depend on the investment
performance of the related Portfolio.

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.

#416967 '07/'07.5 All
(R-4/15)

You may also allocate amounts to the guaranteed interest option, the fixed
maturity options, and the account for special dollar cost averaging (for
Accumulator(R) and Accumulator(R) Elite/SM /contracts) or the account for
special money market dollar cost averaging (for Accumulator(R) Plus/SM/ and
Accumulator(R) Select/SM/ contracts), which are discussed later in this
Prospectus. If you elect the Guaranteed withdrawal benefit for life or a
Principal guarantee benefit, your investment options will be limited to the
guaranteed interest option, certain permitted variable investment options and
the account for special dollar cost averaging (for Accumulator(R) and
Accumulator(R) Elite/SM/ contracts) or the account for special money market
dollar cost averaging (for Accumulator(R) Plus/SM/ and Accumulator(R)
Select/SM/ contracts). The permitted variable investment options are described
later in this Prospectus.

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

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

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

We offer two versions of the traditional IRA: ''Rollover IRA'' and
''Flexible Premium IRA.'' We also offer two versions of the Roth IRA: ''Roth
Conversion IRA'' and ''Flexible Premium Roth IRA.''

.. Traditional and Roth Inherited IRA beneficiary continuation contract
(''Inherited IRA'') (direct transfer and specified direct rollover
contributions only).

.. An annuity that is an investment vehicle for qualified defined contribution
plans and certain qualified defined benefit plans (''QP'') (Rollover and
direct transfer contributions only).

.. An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity (''TSA'') --
(''Rollover TSA'') (Rollover and direct transfer contributions only;
employer or plan approval required). We no longer accept contributions to
TSA contracts.

Not all types of contracts are available with each version of the
Accumulator(R) Series contracts. See "Rules regarding contributions to your
contract" in "Appendix X" for more information.

Registration statements relating to this offering have been filed with the
Securities and Exchange Commission (''SEC''). The statement of additional
information (''SAI'') dated May 1, 2013, is part of the registration statement.
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.

CONTRACT VARIATIONS. These versions of the Accumulator(R) Series contracts are
no longer being sold. This Prospectus is designed for current contract owners.
In addition to the possible state variations noted above, you should note that
your contract features and charges may vary depending on the date on which you
purchased your contract. For more information about the particular features,
charges and options applicable to you, please contact your financial
professional or refer to your contract, as well as review Appendix VIII later
in this Prospectus for contract variation information and timing. You may not
change your contract or its features as issued.

Contents of this Prospectus

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Index of key words and phrases 5
Who is AXA Equitable? 7
How to reach us 8
The Accumulator(R) Series at a glance -- key features 10

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FEE TABLE
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Examples 15
Condensed financial information 16

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1. CONTRACT FEATURES AND BENEFITS
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How you can contribute to your contract 17
Owner and annuitant requirements 17
How you can make your contributions 18
What are your investment options under the contract? 18
Portfolios of the Trusts 20
Allocating your contributions 27
Credits (FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY) 29
Guaranteed minimum death benefit and Guaranteed minimum
income benefit base 31
Annuity purchase factors 33
Guaranteed minimum income benefit 33
Guaranteed minimum death benefit 36
Guaranteed withdrawal benefit for life (''GWBL'') 38
Principal guarantee benefits 42
Guaranteed benefit offers 42
Inherited IRA beneficiary continuation contract 43
Your right to cancel within a certain number of days 44

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2. DETERMINING YOUR CONTRACT'S VALUE
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Your account value and cash value 45
Your contract's value in the variable investment options 45
Your contract's value in the guaranteed interest option 45
Your contract's value in the fixed maturity options 45
Your contract's value in the account for special dollar cost
averaging 45
Insufficient account value 45

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"We," "our," and "us" refer to AXA Equitable.
When we address the reader of this Prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
Prospectus is discussing at that point. This is usually the contract owner.
When we use the word "contract" it also includes certificates that are issued
under group contracts in some states.

CONTENTS OF THIS PROSPECTUS

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3.TRANSFERRING YOUR MONEY AMONG INVESTMENT
OPTIONS
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Transferring your account value 47
Our administrative procedures for calculating your Roll-Up
benefit base following a transfer 47
Disruptive transfer activity 48
Rebalancing your account value 49

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4.ACCESSING YOUR MONEY
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Withdrawing your account value 50
How withdrawals are taken from your account value 53
How withdrawals affect your Guaranteed minimum income
benefit, Guaranteed minimum death benefit and Principal
guarantee benefits 53
How withdrawals affect your GWBL and GWBL Guaranteed
minimum death benefit 53
Withdrawals treated as surrenders 54
Loans under Rollover TSA contracts 54
Surrendering your contract to receive its cash value 55
When to expect payments 55
Your annuity payout options 55

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5.CHARGES AND EXPENSES
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Charges that AXA Equitable deducts 58
Charges that the Trusts deduct 62
Group or sponsored arrangements 62
Other distribution arrangements 63

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6.PAYMENT OF DEATH BENEFIT
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Your beneficiary and payment of benefit 64
Beneficiary continuation option 66

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7.TAX INFORMATION
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Overview 69
Contracts that fund a retirement arrangement 69
Transfers among investment options 69
Taxation of nonqualified annuities 69
Individual retirement arrangements (IRAs) 72
Traditional individual retirement annuities (traditional IRAs) 72
Roth individual retirement annuities (Roth IRAs) 77
Federal and state income tax withholding and information
reporting 79
Special rules for contracts funding qualified plans 80
Impact of taxes to AXA Equitable 80

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8.MORE INFORMATION
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About Separate Account No. 49 81
About the Trusts 81
About our fixed maturity options 81
About the general account 82
About other methods of payment 83

Dates and prices at which contract events occur 83
About your voting rights 84
Statutory compliance 85
About legal proceedings 85
Financial statements 85
Transfers of ownership, collateral assignments, loans and
borrowing 85
About Custodial IRAs 86
How divorce may affect your guaranteed benefits 86
How divorce may affect your Joint Life GWBL 86
Distribution of the contracts 86

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9.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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APPENDICES
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I -- Condensed financial information I-1
II -- Purchase considerations for QP contracts II-1
III -- Market value adjustment example III-1
IV -- Enhanced death benefit example IV-1
V -- Hypothetical illustrations V-1
VI -- Earnings enhancement benefit example VI-1
VII -- State contract availability and/or variations of
certain features and benefits VII-1
VIII -- Contract variations VIII-1
IX -- Tax-sheltered annuity contracts (TSAs) IX-1
X -- Rules regarding contributions to your contract X-1

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STATEMENT OF ADDITIONAL INFORMATION
Table of contents
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CONTENTS OF THIS PROSPECTUS

Index of key words and phrases

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This index should help you locate more information on the terms used in this
Prospectus.

PAGE

3% Roll-Up to age 85 32
6% Roll-Up to age 85 31
6 1/2% Roll-Up to age 85 31
account for special dollar cost averaging 27
account for special money market dollar cost averaging 28
account value 45
administrative charge 58
annual administrative charge 59
Annual Ratchet 39
Annual Ratchet to age 85 enhanced death benefit 31
annuitant 17
annuitization 55
annuity maturity date 56
annuity payout options 55
annuity purchase factors 33
automatic annual reset program 32
automatic customized reset program 32
automatic investment program 83
AXA Allocation portfolios 1
beneficiary 65
Beneficiary continuation option (''BCO'') 66
business day 83
cash value 45
charges for state premium and other applicable taxes 62
contract date 18
contract date anniversary 18
contract year 18
contributions to Roth IRAs 77
regular contributions 77
rollovers and transfers 77
conversion contributions 78
contributions to traditional IRAs 72
regular contributions 72
rollovers and direct transfers 73
credit 29
disability, terminal illness or confinement to nursing home 60
disruptive transfer activity 48
Distribution Charge 58
Earnings enhancement benefit 37
Earnings enhancement benefit charge 61
ERISA 63
fixed-dollar option 29
fixed maturity options 26
Flexible Premium IRA 2
Flexible Premium Roth IRA 2
free look 44
free withdrawal amount 60
general account 82
general dollar cost averaging 29

PAGE

guaranteed interest option 26
Guaranteed minimum death benefit 36
Guaranteed minimum death benefit and
Guaranteed minimum income benefit base 31
Guaranteed minimum income benefit 33
Guaranteed minimum income benefit and the Roll-Up benefit
base reset option 32
Guaranteed minimum income benefit charge 61
Guaranteed minimum income benefit ''no lapse guarantee'' 45
Guaranteed withdrawal benefit for life (''GWBL'') 38
Guaranteed withdrawal benefit for life benefit charge 62
GWBL benefit base 38
Inherited IRA 2
investment options 1
Investment simplifier 29
IRA 2
IRS 69
lifetime required minimum distribution withdrawals 52
loan reserve account 54
loans under Rollover TSA 54
market adjusted amount 26
market value adjustment 26
market timing 48
Maturity date annuity payments 57
maturity dates 26
maturity value 26
Mortality and expense risks charge 58
NQ 2
one-time reset option 32
Online Account Access 8
partial withdrawals 51
participant 18
permitted variable investment options 19
Portfolio 1
Principal guarantee benefits 42
processing office 2, 8
QP 2
rate to maturity 26
rebalancing 49
Rollover IRA 2
Rollover TSA 2
Roth Conversion IRA 2
Roth IRA 2
SAI 2
SEC 2
self-directed allocation 27
Separate Account No. 49 81
Special dollar cost averaging 27
Special money market dollar cost averaging 28
Spousal continuation 65

INDEX OF KEY WORDS AND PHRASES

PAGE

standard death benefit 31
substantially equal withdrawals 51
systematic withdrawals 51
TOPS 8
TSA 2

PAGE

traditional IRA 2
Trusts 1, 81
unit 45
variable investment options 1, 19
wire transmittals and electronic applications 83
withdrawal charge 59

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 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 or supplemental materials.

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PROSPECTUS CONTRACT OR SUPPLEMENTAL MATERIALS
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fixed maturity options Guarantee Periods (Guaranteed Fixed
Interest Accounts in supplemental
materials)

variable investment options Investment Funds

account value Annuity Account Value

rate to maturity Guaranteed Rates

unit Accumulation Unit

Guaranteed minimum death benefit Guaranteed death benefit

Guaranteed minimum income benefit Guaranteed Income Benefit

guaranteed interest option Guaranteed Interest Account

Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit

GWBL benefit base Guaranteed withdrawal benefit for
life benefit base

Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for
life Annual withdrawal amount

Excess withdrawal Guaranteed withdrawal benefit for
life Excess withdrawal
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INDEX OF KEY WORDS AND PHRASES

Who is AXA Equitable?

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

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$537 billion in assets as of December 31, 2012. For more than 150 years AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.

WHO IS AXA EQUITABLE?

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, delayed or discontinued. 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:

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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
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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.
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REPORTS WE PROVIDE:

.. written confirmation of financial transactions;

.. statement of your contract values at the close of each calendar year, and
any calendar quarter in which there was a financial transaction; and

.. annual statement of your contract values as of the close of the contract
year, including notification of eligibility for GWBL deferral bonuses and
eligibility to exercise the Guaranteed minimum income benefit and/or the
Roll-Up benefit base reset option.
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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:

.. your current account value;

.. your current allocation percentages;

.. the number of units you have in the variable investment options;

.. rates to maturity for the fixed maturity options (not available through
Online Account Access);

.. the daily unit values for the variable investment options; and

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

You can also:

.. change your allocation percentages and/or transfer among the investment
options;

.. elect to receive certain contract statements electronically;

.. enroll in, modify or cancel a rebalancing program (through Online Account
Access only);

.. change your address (not available through TOPS);

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

.. access Frequently Asked Questions and Service Forms (not available through
TOPS).

TOPS and Online Account Access are normally available seven days a week,
24 hours a day. You may use TOPS by calling toll free 1-888-909-7770. You may
use Online Account Access by visiting our website at www.axa-equitable.com. 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).

WHO IS AXA EQUITABLE?

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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 the following business days:

.. Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

.. Friday 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 telephone transfers by your financial professional;

(2)conversion of a traditional IRA to a Roth Conversion IRA or, depending on
your contract, Flexible Premium Roth IRA contract;

(3)election of the automatic investment program;

(4)requests for loans under Rollover TSA contracts (employer or plan approval
required);

(5)spousal consent for loans under Rollover TSA contracts;

(6)requests for withdrawals or surrenders from Rollover TSA contracts (employer
or plan approval required) and contracts with the Guaranteed withdrawal
benefit for life ("GWBL");

(7)tax withholding elections (see withdrawal request form);

(8)election of the beneficiary continuation option;

(9)IRA contribution recharacterizations;

(10)Section 1035 exchanges;

(11)direct transfers and rollovers;

(12)exercise of the Guaranteed minimum income benefit;

(13)requests to reset your Roll-Up benefit base by electing one of the
following: one-time reset option, automatic annual reset program or
automatic customized reset program;

(14)requests to opt out of or back into the Annual Ratchet of the Guaranteed
withdrawal benefit for life ("GWBL") benefit base;

(15)death claims;

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

(17)requests for enrollment in either our Maximum payment plan or Customized
payment plan under the Guaranteed withdrawal benefit for life ("GWBL");

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

(19)requests to reset the guaranteed minimum value for contracts with a
Principal guarantee benefit;

(20)requests to collaterally assign your NQ contract;

(21)transfers into and among the investment options; and

(22)requests for withdrawals.

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

(1)beneficiary changes;

(2)contract surrender;

(3)general dollar cost averaging (including the fixed dollar and interest sweep
options);

(4)special money market dollar cost averaging (for Accumulator(R) Plus/SM /and
Accumulator(R) Select/SM /contracts only); and

(5)special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM /contracts only).

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

(1)automatic investment program;

(2)general dollar cost averaging (including the fixed dollar and interest sweep
options);

(3)special money market dollar cost averaging (for Accumulator(R) Plus/SM /and
Accumulator(R) Select/SM /contracts only);

(4)special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM /contracts only);

(5)substantially equal withdrawals;

(6)systematic withdrawals;

(7)the date annuity payments are to begin; and

(8)RMD payments from inherited IRAs.

TO CANCEL OR CHANGE ANY OF THE FOLLOWING, WE REQUIRE WRITTEN NOTIFICATION AT
LEAST ONE CALENDAR DAY PRIOR TO YOUR CONTRACT DATE ANNIVERSARY:

(1)automatic annual reset program; and

(2)automatic customized reset program.

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

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.

WHO IS AXA EQUITABLE?

The Accumulator(R) Series at a glance -- key features

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FOUR CONTRACT SERIES This Prospectus describes The Accumulator(R) Series
contracts -- Accumulator(R), Accumulator(R) Plus/SM/,
Accumulator(R) Elite/SM/, and Accumulator Select/SM/. Each
series provides for the accumulation of retirement savings
and income, offers income and death benefit protection, and
offers various payout options.

Each series provides a different charge structure. For
details, please see the summary of the contract features
below, the ''Fee table'' and ''Charges and expenses'' later
in this Prospectus.

Each series is subject to different contribution rules,
which are described in ''Contribution amounts'' later in
this section and in ''Rules regarding contributions to your
contract" in "Appendix X" later in this Prospectus.

The chart below shows the availability of key features
under each series of the contract.

ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
ACCUMULATOR(R) PLUS/SM/ ELITE/SM/ SELECT/SM/
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Special dollar cost Yes No Yes No
averaging
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Special money market No Yes No Yes
dollar cost averaging
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Credits No Yes No No

Throughout the Prospectus, any differences among the
contract 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.
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PROFESSIONAL INVESTMENT The Accumulator(R) Series' variable investment options
MANAGEMENT invest in different Portfolios managed by professional
investment advisers.
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FIXED MATURITY OPTIONS . Fixed maturity options ("FMOs") with maturities ranging
from approximately 1 to 10 years (subject to
availability).
. Each fixed maturity option offers a guarantee of
principal and interest rate if you hold it to maturity.
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If you make withdrawals or transfers from a fixed maturity
option before maturity, there will be a market value
adjustment due to differences in interest rates. If you
withdraw or transfer only a portion of a fixed maturity
amount, this may increase or decrease any value that you
have left in that fixed maturity option. If you surrender
your contract, a market value adjustment also applies.
----------------------------------------------------------------------------------------
GUARANTEED INTEREST OPTION . Principal and interest guarantees.
. Interest rates set periodically.
----------------------------------------------------------------------------------------
TAX CONSIDERATIONS . No tax on earnings inside the contract until you make
withdrawals from your contract or receive annuity
payments.
------------------------------------------------------------
. No tax on transfers among investment options inside the
contract.
------------------------------------------------------------
If you are purchasing or contributing to an annuity
contract, which is an Individual Retirement Annuity (IRA)
or Tax Sheltered Annuity (TSA), or to fund an employer
retirement plan (QP or Qualified Plan), you should be aware
that such annuities do not provide tax deferral benefits
beyond those already provided by the Internal Revenue Code
for these types of arrangements. Before purchasing or
contributing to one of these contracts, 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 these annuities
compared with any other investment that you may use in
connection with your retirement plan or arrangement.
Depending on your personal situation, the contract's
guaranteed benefits may have limited usefulness because of
required minimum distributions ("RMDs").
----------------------------------------------------------------------------------------
GUARANTEED MINIMUM The Guaranteed minimum income benefit provides income
INCOME BENEFIT protection for you during your life once you elect to
annuitize the contract.
----------------------------------------------------------------------------------------

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

GUARANTEED WITHDRAWAL The Guaranteed withdrawal benefit for life option
BENEFIT FOR LIFE (''GWBL'') guarantees that you can take withdrawals up to a
maximum amount each contract year (your ''Guaranteed annual
withdrawal amount'') beginning at age 45 or later.
-----------------------------------------------------------------------------------
Withdrawals are taken from your account value and continue
during your lifetime even if your account value falls to
zero (unless it is caused by a withdrawal that exceeds your
Guaranteed annual withdrawal amount).
-----------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS We currently continue to accept contributions to: (i) QP
contracts; and (ii) all contracts, except TSA, issued in
the state of Florida. Information regarding contributions
in this section is for the benefit of contract owners
currently eligible to continue making contributions to the
contracts.

The chart below shows the minimum initial and additional
contribution amounts under the contracts. Initial
contribution amounts are provided for informational
purposes only. Please see ''How you can contribute to your
contract" under ''Contract features and benefits'' and
"Rules regarding contributions to your contract" in
"Appendix X" for more information.

ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
ACCUMULATOR(R) PLUS/SM/ ELITE/SM/ SELECT/SM/
---------------------------------------------------------------------------------------------------------

NQ $5,000($500)/(1)/ $10,000($500)/(1)/ $10,000($500)/(1)/ $25,000($500)/(1)/
---------------------------------------------------------------------------------------------------------
Rollover IRA $5,000($50)/(1)/ $10,000($50)/(1)/ $10,000($50)/(1)/ $25,000($50)/(1)/
---------------------------------------------------------------------------------------------------------
Flexible Premium IRA $4,000($50)/(2)/ n/a n/a n/a
---------------------------------------------------------------------------------------------------------
Roth Conversion IRA $5,000($50)/(1)/ $10,000($50)/(1)/ $10,000($50)/(1)/ $25,000($50)/(1)/
---------------------------------------------------------------------------------------------------------
Flexible Premium Roth IRA $4,000($50)/(2)/ n/a n/a n/a
---------------------------------------------------------------------------------------------------------
Inherited IRA Beneficiary $5,000($1,000) n/a $10,000($1,000) $25,000($1,000)
Continuation contract
(traditional IRA or Roth
IRA) ("Inherited IRA")
---------------------------------------------------------------------------------------------------------
QP $5,000($500) $10,000($500) $10,000($500) n/a
---------------------------------------------------------------------------------------------------------
Rollover TSA/(3)/ $5,000($500) $10,000($500) $10,000($500) $25,000($500)
---------------------------------------------------------------------------------------------------------
/(1)/$100 monthly and $300 quarterly under our automatic investment program.
/(2)/$50 monthly or quarterly under our automatic investment program.
/(3)/We no longer accept contributions to TSA contracts.

. Maximum contribution limitations apply to all
contracts. For more information, please see "How you
can contribute to your contract" in "Contract features
and benefits" later in this Prospectus.
------------------------------------------------------------
In general, contributions are limited to $1.5 million
($500,000 maximum for owners or annuitants who are age 81
and older at contract issue) under all Accumulator(R)
Series contracts with the same owner or annuitant. We
generally limit aggregate contributions made after the
first contract year to 150% of first-year contributions.
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. Further, we may at
any time exercise our rights to limit or terminate your
contributions and transfers to any of the variable
investment options and to limit the number of variable
investment options which you may elect. For more
information, please see "How you can contribute to your
contract" in "Contract features and benefits" later in this
Prospectus.
--------------------------------------------------------------------------------------------
CREDIT (ACCUMULATOR(R) PLUS/SM We allocate your contributions to your account value. We
/CONTRACTS ONLY) allocate a credit to your account value at the same time
that we allocate your contributions. The credit will apply
to additional contribution amounts only to the extent that
those amounts exceed total withdrawals from the contract.
The amount of credit may be up to 5% of each contribution,
depending on certain factors. The credit is subject to
recovery by us in certain limited circumstances.
--------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY . Partial withdrawals
. Several withdrawal options on a periodic basis
. Loans under Rollover TSA contracts (employer or plan
approval required)
. Contract surrender
. Maximum payment plan (only under contracts with GWBL)
. Customized payment plan (only under contracts with GWBL)
You may incur a withdrawal charge (not applicable to
Accumulator(R) Select/SM /contracts) for certain
withdrawals or if you surrender your contract. You may also
incur income tax and a tax penalty. Certain withdrawals
will diminish the value of optional benefits.
--------------------------------------------------------------------------------------------

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

---------------------------------------------------------------------------------------
PAYOUT OPTIONS . Fixed annuity payout options
---------------------------------------------------------------------------------------
ADDITIONAL FEATURES . Guaranteed minimum death benefit options
. Principal guarantee benefits
. Dollar cost averaging
. Automatic investment program
. Account value rebalancing (quarterly, semiannually, and
annually)
. Free transfers
. Waiver of withdrawal charge for certain withdrawals,
disability, terminal illness, or confinement to a
nursing home (not applicable to Accumulator(R)
Select/SM /contracts)
. Earnings enhancement benefit, an optional death benefit
available under certain contracts
. Spousal continuation
. Beneficiary continuation option
. Roll-Up benefit base reset
---------------------------------------------------------------------------------------
FEES AND CHARGES Please see "Fee table" later in this section for complete
details.
---------------------------------------------------------------------------------------
OWNER AND ANNUITANT ISSUE Please see "Rules regarding contributions to your contract"
AGES in "Appendix X" for owner and annuitant issue ages
applicable to your contract.
---------------------------------------------------------------------------------------
GUARANTEED BENEFIT OFFERS From time to time, we may offer you some form of payment or
incentive in return for terminating or modifying certain
guaranteed benefits. See "Guaranteed benefit offers" in
"Contract features and benefits" for more information.
---------------------------------------------------------------------------------------

THE TABLE ABOVE SUMMARIZES ONLY CERTAIN CURRENT KEY FEATURES AND BENEFITS OF
THE CONTRACT. THE TABLE ALSO SUMMARIZES CERTAIN CURRENT LIMITATIONS,
RESTRICTIONS AND EXCEPTIONS TO THOSE FEATURES AND BENEFITS 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. CERTAIN
FEATURES AND BENEFITS DESCRIBED IN THIS PROSPECTUS MAY VARY IN YOUR STATE; ALL
FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL CONTRACTS, IN ALL STATES OR
FROM ALL SELLING BROKER-DEALERS. PLEASE SEE APPENDIX VII 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 a disclosure document
and describes all of the contract's material features, benefits, rights and
obligations, as well as other information. 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, credits, fees and/or charges that are
different from those in the contracts offered by this Prospectus. Not every
contract 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 an optional
benefit is appropriate for you based on a thorough analysis of your particular
insurance needs, financial objectives, investment goals, time horizons and risk
tolerance.

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

Fee Table

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

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

All features listed below may not have been available at the time you purchased
your contract. See Appendix VIII later in this Prospectus for more information.

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, request special services, if you make certain
withdrawals or apply your cash value to certain payout options. Charges
designed to approximate certain taxes that may be imposed on us, such as
premium taxes in your state, may also apply.

--------------------------------------------------------------------------------
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 to certain ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
payout ACCUMULATOR(R) PLUS/SM/ ELITE/SM/ SELECT/SM/
options)./(1)/ 7.00% 8.00% 8.00% N/A

SPECIAL SERVICES
CHARGES

.. Wire transfer Current and Maximum Charge: $90
charge

.. Express mail Current and Maximum Charge: $35
charge

.. Duplicate Current and Maximum Charge: $35
contract charge
--------------------------------------------------------------------------------

The following tables describe the fees and expenses that you will pay
periodically during the time that you own the contract, not including the
underlying trust portfolio fees and expenses.

---------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
---------------------------------------------------------------------------------------------------------------
Maximum annual administrative charge/(2)/
If your account value on a contract date anniversary is less than $50,000/(3)/ $30

If your account value on a contract date anniversary is $50,000 or more $0

----------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
----------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES: ACCUMULATOR(R) ACCUMULATOR(R)
ACCUMULATOR(R) PLUS/SM/ ELITE/SM/
----------- - -
Mortality and expense risks/(4)/ 0.80% 0.95% 1.10%
Administrative 0.30% 0.35% 0.30%
Distribution 0.20% 0.25% 0.25%
----- ----- -----
Total Separate account annual expenses 1.30% 1.55% 1.65%

----------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
----------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES: ACCUMULATOR(R)
SELECT/SM/
-
Mortality and expense risks/(4)/ 1.10%
Administrative 0.25%
Distribution 0.35%
-----
Total Separate account annual expenses 1.70%

-----------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU ELECT ANY OF THE FOLLOWING
OPTIONAL BENEFITS
-----------------------------------------------------------------------------------------
GUARANTEED MINIMUM DEATH BENEFIT CHARGE (Calculated as a percentage
of the applicable benefit base. Deducted annually/(2) /on each
contract date anniversary for which the benefit is in effect.)

Standard death benefit and GWBL Standard death benefit No Charge

Annual Ratchet to age 85 0.25%

Greater of 6 1/2% Roll-Up to age 85 or Annual Ratchet to age 85 0.80%/(5)/
-----------------------------------------------------------------------------------------

FEE TABLE

If you elect to reset this benefit base, if applicable, we will
increase your charge to: 0.95%

Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 0.65%/(5)/

If you elect to reset this benefit base, if applicable, we will
increase your charge to: 0.80%

Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85 0.65%

GWBL Enhanced death benefit 0.30%
---------------------------------------------------------------------------------------------------------
PRINCIPAL GUARANTEE BENEFITS CHARGE (Calculated as a percentage of
the account value. Deducted annually/(2) /on each contract date
anniversary for which the benefit is in effect.)

100% Principal guarantee benefit 0.50%

125% Principal guarantee benefit 0.75%
---------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT CHARGE (Calculated as a percentage
of the applicable benefit base. Deducted annually/(2) /on each
contract date anniversary for which the benefit is in effect.)

If you elect the Guaranteed minimum income benefit that includes the
6 1/2% Roll-Up benefit base 0.80%/(5)/

If you elect to reset this benefit base, we will increase your 1.10%
charge to:
If you elect the Guaranteed minimum income benefit that includes the
6% Roll-Up benefit base 0.65%/(5)/

If you elect to reset this Roll-Up benefit base, we will increase
your charge to: 0.95%
---------------------------------------------------------------------------------------------------------
EARNINGS ENHANCEMENT BENEFIT CHARGE (Calculated as a percentage of
the account value. Deducted annually/(2) /on each contract date
anniversary for which the benefit is in effect.) 0.35%
---------------------------------------------------------------------------------------------------------
GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE (Calculated as
a percentage of the GWBL benefit base. Deducted annually/(2) /on each 0.65% for the Single Life option
contract date anniversary.) 0.80% for the Joint Life option
If your GWBL benefit base ratchets, we will increase your charge to: 0.80% for the Single Life option
0.95% for the Joint Life option
Please see "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and
benefits" for more information about this feature, including its benefit base and the
Annual Ratchet provision, and "Guaranteed withdrawal benefit for life benefit charge"
in "Charges and expenses," both later in this Prospectus.
---------------------------------------------------------------------------------------------------------
NET LOAN INTEREST CHARGE -- ROLLOVER TSA CONTRACTS ONLY (Calculated
and deducted daily as a percentage of the outstanding loan amount.) 2.00%/(6)/
---------------------------------------------------------------------------------------------------------

FEE TABLE

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 investment return of the
Portfolio and the related variable investment option. Actual fees and expenses
are likely to fluctuate from year to year. More detail concerning each
Portfolio's fees and expenses is contained in the Trust prospectus for the
Portfolio.

-------------------------------------------------------------------------------------------------------------
PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------------------------------------------

Total Annual Portfolio Operating Expenses for 2012 (expenses that are deducted from Portfolio Lowest Highest
assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(7)/ 0.63% 1.44%
-------------------------------------------------------------------------------------------------------------

Notes:

(1)Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal
amount, if applicable:

The withdrawal charge percentage we use is determined by the contract year
in which you make the withdrawal or surrender your contract. For each
contribution, we consider the contract year in which we receive that
contribution to be ''contract year 1'')

Accumulator(R) Accumulator(R)
Contract Year Accumulator(R) Plus/SM/ Elite/SM/
------------- -------------- -------------- --------------

1........ 7.00% 8.00% 8.00%
2........ 7.00% 8.00% 7.00%
3........ 6.00% 7.00% 6.00%
4........ 6.00% 7.00% 5.00%
5........ 5.00% 6.00% 0.00%
6........ 3.00% 5.00% 0.00%
7........ 1.00% 4.00% 0.00%
8........ 0.00% 3.00% 0.00%
9+....... 0.00% 0.00% 0.00%

(2)If the contract is surrendered or annuitized or a death benefit is paid on
any date other than the contract date anniversary, we will deduct a pro rata
portion of the charge for that year.

(3)During the first two contract years this charge, if applicable, is equal to
the lesser of $30 or 2% of your account value. Thereafter, the charge, if
applicable, is $30 for each contract year.

(4)These charges compensate us for certain risks we assume and expenses we
incur under the contract. We expect to make a profit from these charges. For
Accumulator(R) Plus/SM /contracts, the charges also compensate us for the
expense associated with the credit.

(5)We will increase this charge to the maximum charge shown in the table above,
if you elect to reset your Roll-Up benefit base on any contract date
anniversary. See both "Guaranteed minimum death benefit charge'' and
"Guaranteed minimum income benefit charge" in "Charges and expenses" later
in this Prospectus.

(6)We charge interest on loans under Rollover TSA contracts but also credit you
interest on your loan reserve account. Our net loan interest charge is
determined by the excess between the interest rate we charge over the
interest rate we credit. See ''Loans under Rollover TSA contracts'' later in
this Prospectus for more information on how the loan interest is calculated
and for restrictions that may apply.

(7)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
amounts for options added during the fiscal year 2012, if applicable, and
for the underlying portfolios. In addition, the "Lowest" represents the
total annual operating expenses of the EQ/Equity 500 Index Portfolio and the
EQ/Small Company Index Portfolio. The "Highest" represents the total annual
operating expenses of the Multimanager Technology Portfolio.

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, contract fees, separate
account annual expenses, and underlying trust fees and expenses (including the
underlying portfolio fees and expenses).

The examples below show the expenses that a hypothetical contract owner (who
has elected the enhanced death benefit that provides for the Greater of 6 1/2%
Roll-Up to age 85 or Annual Ratchet to age 85 and the Earnings enhancement
benefit with the Guaranteed minimum income benefit) would pay in the situations
illustrated. These examples use an average annual administrative charge based
on the charges paid in the prior calendar year, 2011, which results in an
estimated administrative charge calculated as a percentage of contract value,
as follows: Accumulator(R) 0.012%; Accumulator(R) Plus/SM/ 0.009%;
Accumulator(R) Elite/SM/ 0.008%; and Accumulator(R) Select/SM/ 0.006%.

The fixed maturity options, guaranteed interest option, the account for special
dollar cost averaging (if applicable under your contract) and the account for
special money market dollar cost averaging (if applicable under your contract)
are not covered by these examples. However, the annual administrative charge,
the withdrawal charge (if applicable under your contract) and the charge for
any optional benefits do apply to the fixed maturity options, guaranteed
interest option, the account for special dollar cost averaging (if applicable
under your contract) and the account for special money market dollar cost
averaging (if applicable under your contract). A market value adjustment (up or
down) may apply as a result of a withdrawal, transfer, or surrender of amounts
from a fixed maturity option.

FEE TABLE

is described immediately above), the examples also assume maximum contract
charges that would apply based on a 5% rate of return and total annual expenses
of the Portfolios (before expense limitations) set forth in the previous
charts. These examples should not be considered a representation of past or
future expenses for each 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. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

ACCUMULATOR(R) ACCUMULATOR(R)
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE
END OF THE APPLICABLE TIME PERIOD APPLICABLE TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------

(a)assuming maximum fees and
expenses of any of the
Portfolios $1,196 $2,226 $3,311 $6,038 $496 $1,626 $2,811 $6,038
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,111 $1,977 $2,910 $5,316 $411 $1,377 $2,410 $5,316
---------------------------------------------------------------------------------------------------------------
ACCUMULATOR(R) ELITE/SM/ ACCUMULATOR(R) PLUSSM
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE
END OF THE APPLICABLE TIME PERIOD APPLICABLE TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
(a)assuming maximum fees and
expenses of any of the
Portfolios $1,332 $2,331 $2,977 $6,328 $532 $1,731 $2,977 $6,328
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,247 $2,084 $2,583 $5,632 $447 $1,484 $2,583 $5,632
---------------------------------------------------------------------------------------------------------------
ACCUMULATOR(R) PLUS/SM/ ACCUMULATOR(R) ELITESM
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE
END OF THE APPLICABLE TIME PERIOD APPLICABLE TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
(a)assuming maximum fees and
expenses of any of the
Portfolios $1,336 $2,444 $3,602 $6,397 $536 $1,744 $3,002 $6,397
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,248 $2,186 $3,189 $5,661 $448 $1,486 $2,589 $5,661
---------------------------------------------------------------------------------------------------------------
ACCUMULATOR(R) SELECT/SM/ ACCUMULATOR(R) SELECTSM
---------------------------------------------------------------------------------------------------------------
IF YOU SURRENDER OR DO NOT
IF YOU ANNUITIZE AT THE END OF SURRENDER YOUR CONTRACT AT THE END OF
THE APPLICABLE TIME PERIOD THE APPLICABLE TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
(a)assuming maximum fees and
expenses of any of the
Portfolios N/A $2,095 $3,350 $6,718 $537 $1,745 $3,000 $6,368
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios N/A $1,849 $2,957 $6,025 $452 $1,499 $2,607 $5,675
---------------------------------------------------------------------------------------------------------------

For information on how your contract works under certain hypothetical
circumstances, please see Appendix V at the end of this Prospectus.

CONDENSED FINANCIAL INFORMATION

Please see Appendix I at the end of this Prospectus or the Statement of
Additional Information for the unit values and the number of units outstanding
as of the end of the periods shown for each of the variable investment options
available as of December 31, 2012.

FEE TABLE

1. Contract features and benefits

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

HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

Except as described below, we no longer accept contributions to the contracts,
including contributions made through our automatic investment program.
Contributions received at our processing office will be returned to you. This
change has no effect on amounts that are already invested in your contract or
on your guaranteed benefits.

We currently continue to accept contributions to: (i) QP contracts; and (ii)
all contracts, except TSA contracts, issued in the state of Florida.
Information regarding contributions in this section is for the benefit of
contract owners currently eligible to continue making contributions to the
contracts.

Additional contributions may not be permitted in your state. Please see
Appendix VII later in this Prospectus to see if additional contributions are
permitted in your state.

The table in Appendix X summarizes our current rules regarding contributions to
your contract, which rules are subject to change. 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. In some states, our rules may
vary. 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.

--------------------------------------------------------------------------------
WE HAVE EXERCISED OUR RIGHT TO DISCONTINUE ACCEPTANCE OF CONTRIBUTIONS TO THE
CONTRACTS AS DESCRIBED ABOVE. WE RESERVE THE RIGHT TO FURTHER CHANGE OUR
CURRENT LIMITATIONS ON YOUR CONTRIBUTIONS AND TO DISCONTINUE ACCEPTANCE OF
CONTRIBUTIONS TO THE CONTRACTS.
--------------------------------------------------------------------------------

We currently limit aggregate contributions on your contract made after the
first contract year to 150% of first-year contributions (the ''150% limit'').
The 150% limit can be reduced or increased at any time upon advance notice to
you. We currently permit aggregate contributions greater than the 150% limit if
both: (i) the owner (or joint owner or joint annuitant, if applicable) is age
75 or younger; and (ii) the aggregate contributions in any year after the 150%
limit is reached do not exceed 100% of the prior year's contributions. Even if
the aggregate contributions on your contract do not exceed the 150% limit, we
currently do not accept any contribution if: (i) the aggregate contributions
under one or more Accumulator(R) series contracts with the same owner or
annuitant would then total more than $1,500,000 ($500,000 for the same owner or
annuitant who is age 81 and older at contract issue); 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 that we
determine, including elected benefits, 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 VII later in this Prospectus.

We may accept less than the minimum initial contribution under a contract if an
aggregate amount of contracts purchased at the same time by an individual
(including spouse) meets the minimum.

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

OWNER AND ANNUITANT REQUIREMENTS

Under NQ contracts, the annuitant can be different from the owner. We do not
permit partnerships or limited liability companies to be owners of the
Accumulator(R) Select/SM/ contract. We also reserve the right to prohibit the
availability of the Accumulator(R) Select/SM/ contract to other non-natural
owners. A joint owner may also be named. Only natural persons can be joint
owners. This means that an entity such as a corporation cannot be a joint owner.

For NQ contracts (with a single owner, joint owners, or a non-natural owner)
purchased through an exchange that is intended not to be taxable under
Section 1035 of the Internal Revenue Code, we permit joint annuitants. We also
permit joint annuitants in non-exchange sales if you elect the Guaranteed
withdrawal benefit for life on a Joint life basis, and the contract is owned by
a non-natural owner. In all cases, the joint annuitants must be spouses.

Under all IRA and Rollover TSA 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. This
option may not be available under your contract. See ''Inherited IRA
beneficiary continuation contract'' later in this section for Inherited IRA
owner and annuitant requirements.

For the Spousal continuation feature to apply, the spouses must either be joint
owners, or, for Single life contracts, the surviving spouse must be the sole
primary beneficiary. The determination of spousal status is made under
applicable state law. Certain same-sex spouses or civil union partners may not
be eligible for tax benefits under federal law and in some circumstances will
be required to take post-death distributions that dilute or eliminate the value
of the contractual benefit.

CONTRACT FEATURES AND BENEFITS

Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts are not
available for purchase by Charitable Remainder Trusts.

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

Under QP contracts, the owner must be the qualified plan trust and the
annuitant must be the plan participant/employee. See Appendix II at the end of
this Prospectus for more information on QP contracts.

Certain benefits under your contract, as described later in this Prospectus,
are based on the age of the owner. If the owner of the contract is not a
natural person, these benefits will be based on the age of the annuitant. You
may be permitted under the terms of your NQ contract to transfer ownership to a
family member. In the event that ownership is changed to a family member, the
original owner of the contract will remain the measuring life for determining
contract benefits. Under QP contracts, all benefits are based on the age of the
annuitant. 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. If GWBL is elected, the terms owner
and Successor Owner are intended to be references to annuitant and joint
annuitant, respectively, if the contract has a non-natural owner. If the
contract is jointly owned or is issued to a non-natural owner and the GWBL has
not been elected, benefits are based on the age of the older joint owner or
older joint annuitant, as applicable.

PURCHASE CONSIDERATIONS FOR A CHARITABLE REMAINDER TRUST
(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS.)

If you are purchasing the contract to fund a charitable remainder trust and
elect either the Guaranteed minimum income benefit (''GMIB'') or the Guaranteed
withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should
strongly consider ''split-funding'': that is the trust holds investments in
addition to this Accumulator(R) Series contract. Charitable remainder trusts
are required to take specific distributions. The charitable remainder trust
annual withdrawal requirement may be equal to a percentage of the donated
amount or a percentage of the current value of the donated amount. If your
Accumulator(R) Series contract is the only source for such distributions, the
payments you need to take may significantly reduce the value of those
guaranteed benefits. Such amount may be greater than the annual increase in the
GMIB, GWBL and/or the enhanced death benefit base and/or greater than the
Guaranteed annual withdrawal amount under GWBL. See the discussion of these
benefits 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 pursuant to an intended Section 1035 tax-free exchange or a
direct transfer. 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.

For your convenience, we will accept initial and additional 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.
Additional contributions may also be made under our automatic investment
program. 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.
--------------------------------------------------------------------------------

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 your behalf. We will then return the contribution to you unless
you 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 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.''
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

You can choose from among the variable investment options, the guaranteed
interest option, the fixed maturity options and the account for special dollar
cost averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or
the account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts).

CONTRACT FEATURES AND BENEFITS

If you elect the 100% Principal guarantee benefit, the Guaranteed withdrawal
benefit for life or the Guaranteed minimum income benefit without the Greater
of 6 1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death
benefit, your investment options will be limited to the guaranteed interest
option, the account for special dollar cost averaging (for Accumulator(R) and
Accumulator(R) Elite/SM/ contracts) or the account for special money market
dollar cost averaging (for Accumulator(R) Plus/SM/ and Accumulator(R)
Select/SM/ contracts) and the following variable investment options: the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio
(''permitted variable investment options'').

If you elect the 125% Principal guarantee benefit, your investment options will
be limited to the guaranteed interest option, the account for special dollar
cost averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or
the account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts) and the AXA Moderate
Allocation Portfolio.

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 advisers. We may, at any time, exercise our rights to
limit or terminate your contributions, allocations and transfers to any of the
variable investment options and to limit the number of variable investment
options which you may elect.

CONTRACT FEATURES AND BENEFITS

PORTFOLIOS OF THE TRUSTS

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

You should be aware that AXA Advisors, LLC and AXA Distributors, LLC (together,
the "Distributors") directly or indirectly receive 12b-1 fees from affiliated
Portfolios for providing certain distribution and/or shareholder support
services. These fees will not exceed 0.25% of the Portfolios' average daily net
assets. The Portfolios' sub-advisers and/or their affiliates may also
contribute to the cost of expenses for sales meetings or seminar sponsorships
that may relate to the contracts and/or the sub-advisers' respective
Portfolios. It may be more profitable for us to offer affiliated Portfolios
than to offer unaffiliated Portfolios.

As a contract owner, you may bear the costs of some or all of these fees and
payments through your indirect investment in the Portfolios. (See the
Portfolios' prospectuses for more information.) These fees and payments will
reduce the underlying Portfolios' investment returns. AXA Equitable may profit
from these fees and payments.

AXA Equitable considers the availability of these fees and payment arrangements
during the selection process for the underlying Portfolios. These fees and
payment arrangements may create an incentive for us to select Portfolios (and
classes of shares of Portfolios) that pay us higher amounts.

The AXA Allocation Portfolios and the EQ/Franklin Templeton Allocation
Portfolio offer contract owners a convenient opportunity to invest in other
portfolios that are managed and have been selected for inclusion in the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio by AXA
Equitable. Funds Management Group, LLC, AXA Advisors, LLC, an affiliated
broker-dealer of AXA Equitable, may promote the benefits of such Portfolios to
contract owners and/or suggest, incidental to the sale of the contract, that
contract owners consider whether allocating some or all of their account value
to such Portfolios is consistent with their desired investment objectives. In
doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of
interest insofar as AXA Equitable may derive greater revenues from the AXA
Allocation Portfolios and the EQ/ Franklin Templeton Allocation Portfolio than
certain other Portfolios available to you under your contract. Please see
"Allocating your contributions" in "Contract features and benefits" for more
information about your role in managing your allocations.

As described in more detail in the underlying Portfolio prospectuses, the AXA
Allocation Portfolios, the EQ/Franklin Templeton Allocation Portfolio, and
certain other affiliated Portfolios use futures and options to reduce the
Portfolio's equity exposure during periods when certain market indicators
indicate that market volatility is high. This strategy is designed to reduce
the risk of market losses from investing in equity securities. However, this
strategy may result in periods of underperformance, including those when the
specified benchmark index is appreciating, but market volatility is high. As a
result, your account value may rise less than it would have without these
defensive actions. If you have the GMIB, a Principal guarantee benefit, the
Guaranteed withdrawal benefit for life or other guaranteed benefit, this
strategy may also indirectly suppress the value of the guaranteed benefit bases.

You should be aware that having the GMIB, a Principal guarantee benefit, the
Guaranteed withdrawal benefit for life or other guaranteed benefits limits your
ability to invest in some of the variable investment options otherwise
available to you under the contract. If you do not have the GMIB, a Principal
guarantee benefit, the Guaranteed withdrawal benefit for life or other
guaranteed benefits then, unless otherwise stated in this Prospectus, you may
select from the variable investment options listed below. See "Allocating your
contributions" under "Contract features and benefits" for more information
about the investment restrictions under your contract.

The investment strategies of the Portfolios and the restrictions on investment
options are designed to reduce the overall volatility of your account value.
The reduction in volatility permits us to more effectively and efficiently
provide the guarantees under the contract. These approaches, while reducing
volatility, may also suppress the investment performance of your contract and
the value of your guaranteed benefit bases.

----------------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST CLASS B INVESTMENT MANAGER (OR
SHARES PORTFOLIO NAME OBJECTIVE SUB-ADVISER(S), AS APPLICABLE)
----------------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION Seeks to achieve long-term capital appreciation. . AXA Equitable
Funds Management Group,
LLC
----------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE Seeks to achieve a high level of current income. . AXA Equitable
ALLOCATION Funds Management Group,
LLC
----------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS Seeks to achieve current income and growth of capital, . AXA Equitable
ALLOCATION with a greater emphasis on current income. Funds Management Group,
LLC
----------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION Seeks to achieve long-term capital appreciation and . AXA Equitable
current income. Funds Management Group,
LLC
----------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS Seeks to achieve long-term capital appreciation and . AXA Equitable
ALLOCATION current income, with a greater emphasis on capital Funds Management Group,
appreciation. LLC
----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

-------------------------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST CLASS B
SHARES PORTFOLIO INVESTMENT MANAGER (OR SUB-ADVISER(S), AS
NAME OBJECTIVE APPLICABLE)
-------------------------------------------------------------------------------------------------------------------------

MULTIMANAGER Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
AGGRESSIVE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. ClearBridge Investments,
LLC
. GCIC US Ltd.
. Marsico
Capital Management, LLC
. T. Rowe Price Associates,
Inc.
. Westfield Capital
Management Company, L.P.
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE Seeks to achieve a balance of high current income and . BlackRock Financial
BOND capital appreciation, consistent with a prudent level of Management, Inc.
risk. . Pacific Investment
Management Company LLC
. SSgA Funds Management,
Inc.
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
INTERNATIONAL emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. EARNEST Partners, LLC
. J.P. Morgan Investment
Management Inc.
. Marsico
Capital Management, LLC
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP CORE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Janus Capital Management,
LLC
. Thornburg Investment
Management, Inc.
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP VALUE emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Institutional Capital LLC
. MFS Investment Management
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP GROWTH emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
. Wellington Management
Company, LLP
-------------------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Diamond Hill Capital
Management, Inc.
. Knightsbridge Asset
Management, LLC
. Lord, Abbett & Co. LLC
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve high total return through a combination . Pacific Investment
MULTI-SECTOR BOND of current income and capital appreciation. Management Company LLC
. Post Advisory Group, LLC
. SSgA Funds Management,
Inc.
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP GROWTH emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Lord, Abbett & Co. LLC
. Morgan Stanley Investment
Management Inc.
. NorthPointe Capital, LLC
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
. Pacific Global Investment
Management Company
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital. . Allianz Global Investors
TECHNOLOGY US LLC
. AXA Equitable Funds
Management Group, LLC
. SSgA Funds Management,
Inc.
. Wellington Management
Company, LLP

--------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS
TRUST CLASS IB
SHARES PORTFOLIO INVESTMENT MANAGER (OR SUB-ADVISER(S), AS
NAME OBJECTIVE APPLICABLE)
--------------------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

-------------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS
TRUST CLASS IB
SHARES PORTFOLIO INVESTMENT MANAGER (OR SUB-ADVISER(S), AS
NAME OBJECTIVE APPLICABLE)
-------------------------------------------------------------------------------------------------------------------------------

EQ/BOSTON ADVISORS Seeks a combination of growth and income to achieve an . Boston Advisors, LLC
EQUITY INCOME above-average and consistent total return.
-------------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY Seeks to achieve long-term capital appreciation. . Calvert Investment
RESPONSIBLE Management Inc.
-------------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. . Capital Guardian Trust
RESEARCH Company
-------------------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX approximates the total return performance of the Russell
3000 Index, including reinvestment of dividends, at a risk
level consistent with that of the Russell 3000 Index.
-------------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX Seeks to achieve a total return before expenses that . AXA Equitable Funds
approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government/Credit Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with that Inc.
of the Barclays Intermediate U.S. Government/Credit Index.
-------------------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK Seeks to achieve long-term growth of capital. . Davis Selected Advisers,
VENTURE L.P.
-------------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks to achieve a total return before expenses that . 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/EQUITY GROWTH Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Capital
Management, Inc.
. BlackRock Investment
Management, LLC
-------------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE Seeks to maximize income while maintaining prospects . AXA Equitable Funds
BALANCED for capital appreciation with an emphasis on risk-adjusted Management Group, LLC
returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
-------------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN Primarily seeks capital appreciation and secondarily seeks . AXA Equitable Funds
TEMPLETON income. Management Group, LLC
ALLOCATION
-------------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS Seeks to achieve capital appreciation. . GAMCO Asset Management,
AND ACQUISITIONS Inc.
-------------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL Seeks to maximize capital appreciation. . GAMCO Asset Management,
COMPANY VALUE Inc.
-------------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS Seeks to achieve capital growth and current income. . AXA Equitable Funds
Management Group, LLC
. BlackRock Investment
Management, LLC
. First International
Advisors, LLC
. Wells Capital Management,
Inc.
-------------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
MULTI-SECTOR emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. Morgan Stanley Investment
Management Inc.
-------------------------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

-----------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS
TRUST CLASS
IB
SHARES PORTFOLIO INVESTMENT MANAGER (OR SUB-ADVISER(S), AS
NAME OBJECTIVE APPLICABLE)
-----------------------------------------------------------------------------------------------------------------------------

Seeks to achieve a total return before expenses that . AXA Equitable Funds
EQ/INTERMEDIATE approximates the total return performance of the Barclays Management Group, LLC
GOVERNMENT Intermediate U.S. Government Bond Index, including . SSgA Funds Management,
BOND reinvestment of dividends, at a risk level consistent with that Inc.
of the Barclays Intermediate U.S. Government Bond Index.
-----------------------------------------------------------------------------------------------------------------------------
Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
EQ/INTERNATIONAL emphasis on risk-adjusted returns and managing volatility Management Group, LLC
CORE PLUS in the Portfolio. . BlackRock Investment
Management, LLC
. Hirayama Investments, LLC
. WHV Investment Management
-----------------------------------------------------------------------------------------------------------------------------
Seeks to achieve a total return (before expenses) that . AllianceBernstein L.P.
EQ/INTERNATIONAL approximates the total return performance of a composite
EQUITY INDEX index comprised of 40% DJ EURO STOXX 50 Index, 25%
FTSE 100 Index, 25% TOPIX Index, and 10% S&P/ASX
200 Index, including reinvestment of dividends, at a risk
level consistent with that of the composite index.
-----------------------------------------------------------------------------------------------------------------------------
Seeks to provide current income and long-term growth of . AXA Equitable Funds
EQ/INTERNATIONAL income, accompanied by growth of capital with an Management Group, LLC
VALUE PLUS emphasis on risk-adjusted returns and managing volatility . BlackRock Investment
in the Portfolio. Management, LLC
. Northern Cross, LLC
-----------------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN Seeks to achieve long-term capital appreciation. . J.P. Morgan Investment
VALUE Management Inc.
OPPORTUNITIES
-----------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CORE PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Institutional Capital LLC
-----------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
GROWTH INDEX approximates the total return performance of the
Russell 1000 Growth Index, including reinvestment of
dividends at a risk level consistent with that of the Russell
1000 Growth Index.
-----------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP Seeks to provide long-term capital growth with an . AXA Equitable Funds
GROWTH PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Marsico Capital
Management, LLC
-----------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP Seeks to achieve a total return before expenses that . SSgA Funds Management,
VALUE INDEX approximates the total return performance of the Inc.
Russell 1000 Value Index, including reinvestment of
dividends, at a risk level consistent with that of the Russell
1000 Value Index.
-----------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
VALUE PLUS emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT Seeks to achieve capital appreciation and growth of . Lord, Abbett & Co. LLC
LARGE CAP income with reasonable risk.
CORE
-----------------------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

---------------------------------------------------------------------------------------------------------------------------
EQ ADVISORS
TRUST CLASS
IB
SHARES PORTFOLIO INVESTMENT MANAGER (OR SUB-ADVISER(S), AS
NAME OBJECTIVE APPLICABLE)
---------------------------------------------------------------------------------------------------------------------------

EQ/MFS Seeks to achieve capital appreciation. . Massachusetts Financial
INTERNATIONAL Services Company d/b/a
GROWTH MFS Investment Management
---------------------------------------------------------------------------------------------------------------------------
EQ/MID CAP Seeks to achieve a total return before expenses that . SSgA Funds Management,
INDEX approximates the total return performance of the S&P Mid Inc.
Cap 400 Index, including reinvestment of dividends, at a risk
level consistent with that of the S&P Mid Cap 400 Index.

---------------------------------------------------------------------------------------------------------------------------
EQ/MID CAP Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
VALUE PLUS emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Wellington Management
Company, LLP
---------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve . The Dreyfus Corporation
its assets and maintain liquidity.
---------------------------------------------------------------------------------------------------------------------------
EQ/MONTAG & Seeks to achieve capital appreciation. . Montag & Caldwell, LLC
CALDWELL
GROWTH
---------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN Seeks to achieve capital growth. . Morgan Stanley Investment
STANLEY MID Management Inc.
CAP GROWTH
---------------------------------------------------------------------------------------------------------------------------
EQ/MUTUAL Seeks to achieve capital appreciation, which may . AXA Equitable Funds
LARGE CAP occasionally be short-term, with an emphasis on risk Management Group, LLC
EQUITY adjusted returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Mutual Advisers,
LLC
---------------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER Seeks to achieve capital appreciation. . OppenheimerFunds, Inc.
GLOBAL
---------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA Seeks to generate a return in excess of traditional money . Pacific Investment
SHORT BOND market products while maintaining an emphasis on Management Company, LLC
preservation of capital and liquidity.
---------------------------------------------------------------------------------------------------------------------------
EQ/QUALITY Seeks to achieve high current income consistent with . AllianceBernstein L.P.
BOND PLUS moderate risk to capital.
---------------------------------------------------------------------------------------------------------------------------
EQ/SMALL Seeks to replicate as closely as possible (before expenses) . AllianceBernstein L.P.
COMPANY INDEX the total return of the Russell 2000 Index.
---------------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE Seeks to achieve long-term capital appreciation and . T. Rowe Price Associates,
PRICE GROWTH secondarily, income. Inc.
STOCK
---------------------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON Seeks to achieve long-term capital growth with an . AXA Equitable Funds
GLOBAL EQUITY emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Templeton Investment
Counsel, LLC
---------------------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH Seeks to achieve total return through capital appreciation . UBS Global Asset
AND INCOME with income as a secondary consideration. Management (Americas) Inc.
---------------------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN Seeks to achieve capital growth and income. . Invesco Advisers, Inc.
COMSTOCK
---------------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO Seeks to achieve long-term capital growth. . Wells Capital Management,
OMEGA GROWTH Inc.
---------------------------------------------------------------------------------------------------------------------------

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUSTS
CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN
COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-789-7771.

CONTRACT FEATURES AND BENEFITS

GUARANTEED INTEREST OPTION

The guaranteed interest option is part of our general account and pays interest
at guaranteed rates. We discuss our general account under "More information"
later in this Prospectus.

We assign an interest rate to each amount allocated to the guaranteed interest
option. This rate is guaranteed for a specified period. Therefore, different
interest rates may apply to different amounts in the guaranteed interest option.

We credit interest daily to amounts in the guaranteed interest option. There
are three levels of interest in effect at the same time in the guaranteed
interest option:

(1)the minimum interest rate guaranteed over the life of the contract,

(2)the yearly guaranteed interest rate for the calendar year, and

(3)the current interest rate.

We set current interest rates periodically based upon our discretion and
according to our procedures that we have in effect at the time. We reserve the
right to change these procedures. All interest rates are effective annual
rates, but before deduction of annual administrative charges, any withdrawal
charges (if applicable under your Accumulator(R) Series contract) and any
optional benefit charges. See Appendix VII later in this Prospectus for state
variations.

Depending on the state where your contract is issued, your lifetime minimum
rate ranges from 1.00% to 3.00%. The data page for your contract shows the
lifetime minimum rate. Check with your financial professional as to which rate
applies in your state. The minimum yearly rate will never be less than the
lifetime minimum rate. The minimum yearly rate for 2013 is 1.50%, 2.75% or
3.00%. Current interest rates will never be less than the yearly guaranteed
interest rate.

Generally, contributions and transfers into and out of the guaranteed interest
option are limited. See "Transferring your money among the investment options"
later in this Prospectus for restrictions on transfers to and from the
guaranteed interest option.

FIXED MATURITY OPTIONS

We may offer fixed maturity options with maturity dates ranging from one to ten
years. Also, we reserve the right to discontinue offering fixed maturity
options at any time. We will not accept allocations to a fixed maturity option
if on the date the contribution or transfer is to be applied the rate to
maturity is 3%. This means that, at any given time, we may not offer fixed
maturity options with all ten possible maturity dates. You can allocate your
contributions to one or more of these fixed maturity options, however, you may
not have more than 12 different maturities running during any contract year.
This limit includes any maturities that have had any allocation or transfers
even if the entire amount is withdrawn or transferred during the contract year.
These amounts become part of a non-unitized separate account. Interest is
earned at a guaranteed rate we set for each fixed maturity option, based on our
discretion and according to our procedures ("rate to maturity"). The total
amount you allocate to and accumulate in each fixed maturity option is called
the "fixed maturity amount." The fixed maturity options are not available in
all states. Check with your financial professional or see Appendix VII later in
this Prospectus to see if fixed maturity options are available in your state.

--------------------------------------------------------------------------------
FIXED MATURITY OPTIONS GENERALLY RANGE FROM ONE TO TEN YEARS TO MATURITY.
--------------------------------------------------------------------------------

On the maturity date of a fixed maturity option your fixed maturity amount,
assuming you have not made any withdrawals or transfers, will equal your
contribution to that fixed maturity option plus interest, at the rate to
maturity for that contribution, to the date of the calculation. This is the
fixed maturity option's "maturity value." Before maturity, the current value we
will report for your fixed maturity amounts will reflect a market value
adjustment. Your current value will reflect the market value adjustment that we
would make if you were to withdraw all of your fixed maturity amounts on the
date of the report. We call this your "market adjusted amount."

FIXED MATURITY OPTIONS AND MATURITY DATES. We may offer fixed maturity options
with maturity dates ranging from one to ten years. Not all of these fixed
maturity options will be available for owner and annuitant ages 76 and older.
See "Allocating your contributions" below.

Each new contribution is applied to a new fixed maturity option. When you apply
for an Accumulator(R) Series contract, a 60-day rate lock-in will apply from
the date the application is signed. Any contributions received and designated
for a fixed maturity option during this period will receive the then current
fixed maturity option rate or the rate that was in effect on the date that the
application was signed, whichever is greater. There is no rate lock available
for subsequent contributions to the contract after 60 days, transfers from the
variable investment options or the guaranteed interest option into a fixed
maturity option or transfers from one fixed maturity option to another.

YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days
before each of your fixed maturity options is scheduled to mature. At that
time, you may choose to have one of the following take place on the maturity
date, as long as none of the restrictive conditions listed below in "Allocating
your contributions" would apply:

(a)transfer the maturity value into another available fixed maturity option,
one or more of the variable investment options or the guaranteed interest
option; or

(b)withdraw the maturity value (for all contracts except Accumulator(R)
Select/SM/, there may be a withdrawal charge).

If we do not receive your choice on or before the fixed maturity option's
maturity date, we will automatically transfer your maturity value into the
shortest available maturity option beginning on that date. As of February 15,
2013, the next available maturity date was February 15, 2023. If no fixed
maturity options are available, we will transfer your maturity value to the
EQ/Money Market option.

CONTRACT FEATURES AND BENEFITS

transfer (including a deduction for charges) of a portion of the amount in the
fixed maturity option will be a percentage of the market value adjustment that
would apply if you were to withdraw the entire amount in that fixed maturity
option. The market value adjustment applies to the amount remaining in a fixed
maturity option and does not reduce the actual amount of a withdrawal. The
amount applied to an annuity payout option will reflect the application of any
applicable market value adjustment (either positive or negative). We only apply
a positive market value adjustment to the amount in the fixed maturity option
when calculating any death benefit proceeds under your contract. The amount of
the adjustment will depend on two factors:

(a)the difference between the rate to maturity that applies to the amount being
withdrawn and the rate we have in effect at that time for new fixed maturity
options (adjusted to reflect a similar maturity date), and

(b)the length of time remaining until the maturity date.

If fixed maturity option interest rates rise from the time that you originally
allocate an amount to a fixed maturity option to the time that you take a
withdrawal, the market value adjustment will be negative. Likewise, if fixed
maturity option interest rates drop at the end of that time, the market value
adjustment will be positive. Also, the amount of the market value adjustment,
either up or down, will be greater the longer the time remaining until the
fixed maturity option's maturity date. Therefore, it is possible that the
market value adjustment could greatly reduce your value in the fixed maturity
options, particularly in the fixed maturity options with later maturity dates.

We provide an illustration of the market adjusted amount of specified maturity
values, an explanation of how we calculate the market value adjustment, and
information concerning our general account and investments purchased with
amounts allocated to the fixed maturity options, in ''More information'' later
in this Prospectus. Appendix III at the end of this Prospectus provides an
example of how the market value adjustment is calculated.

ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS.)

The account for special dollar cost averaging is part of our general account.
We pay interest at guaranteed rates in this account. We will credit interest to
the amounts that you have in the account for special dollar cost averaging
every day. We set the interest rates periodically based on our discretion and
according to procedures that we have. We reserve the right to change these
procedures.

We guarantee to pay our current interest rate that is in effect on the date
that your contribution is allocated to this account. Your guaranteed interest
rate for the time period you select will be shown in your contract for an
initial contribution. The rate will never be less than the lifetime minimum
rate for the guaranteed interest option. See "Allocating your contributions"
below for rules and restrictions that apply to the special dollar cost
averaging program.

ALLOCATING YOUR CONTRIBUTIONS

You may choose between self-directed and dollar cost averaging to allocate your
contributions under your contract. Subsequent contributions are allocated
according to instructions on file unless you provide new instructions.

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. If your financial professional is with AXA
Advisors, he or she 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.

SELF-DIRECTED ALLOCATION

You may allocate your contributions to one or more, or all, of the variable
investment options, the guaranteed interest option (subject to restrictions in
certain states-see Appendix VII later in this Prospectus for state variations)
and fixed maturity options. Allocations must be in whole percentages and you
may change your allocations at any time. For Accumulator(R) Plus/SM/,
Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/ contract owners, no more
than 25% of any contribution may be allocated to the guaranteed interest
option. The total of your allocations into all available investment options
must equal 100%. We reserve the right to restrict allocations to any variable
investment option. If an owner or annuitant is age 76-80, you may allocate
contributions to fixed maturity options with maturities of seven years or less.
If an owner or annuitant is age 81 or older, you may allocate contributions to
fixed maturity options with maturities of five years or less. Also, you may not
allocate amounts to fixed maturity options with maturity dates that are later
than the date annuity payments are to begin.

DOLLAR COST AVERAGING

We offer a variety of dollar cost averaging programs. You may only participate
in one program at a time. Each program allows you to gradually allocate amounts
to available investment options by periodically transferring approximately the
same dollar amount to the investment options you select. Regular allocations to
the variable investment options will cause you to purchase more units if the
unit value is low and fewer units if the unit value is high. Therefore, you may
get a lower average cost per unit over the long term. These plans of investing,
however, do not guarantee that you will earn a profit or be protected against
losses. You may not make transfers to the fixed maturity options or the
guaranteed interest option.

--------------------------------------------------------------------------------
UNITS MEASURE YOUR VALUE IN EACH VARIABLE INVESTMENT OPTION.
--------------------------------------------------------------------------------

SPECIAL DOLLAR COST AVERAGING PROGRAM. The special dollar cost averaging
program is only available to Accumulator(R) and Accumulator(R) Elite/SM/
contract owners. Under the special dollar cost averaging program, you may
choose to allocate all or a portion of any eligible contribution to the account
for special dollar cost averaging. Contributions into the account for special
dollar cost averaging may not be transfers from other investment options. Your
initial allocation to any special dollar cost averaging program time period
must be at least $2,000 and any subsequent contribution to that same time
period must be at least $250. You may only have one time period in effect at
any time and once you select a time period, you may not change it. In
Pennsylvania, we refer to this program as ''enhanced rate dollar cost
averaging.''

CONTRACT FEATURES AND BENEFITS

You may have your account value transferred to any of the variable investment
options available under your contract. Only the permitted variable investment
options are available if you elect the Guaranteed withdrawal benefit for life,
the 100% Principal guarantee benefit or the Guaranteed minimum income benefit
without the Greater of 6 1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet
to age 85 enhanced death benefit. Only the AXA Moderate Allocation Portfolio is
available if you elect the 125% Principal guarantee benefit. We will transfer
amounts from the account for special dollar cost averaging into the variable
investment options over an available time period that you select. We offer time
periods of 3, 6 or 12 months, during which you will receive an enhanced
interest rate. We may also offer other time periods. Your financial
professional can provide information on the time periods and interest rates
currently available in your state, or you may contact our processing office. If
the special dollar cost averaging program is selected at the time of
application to purchase the Accumulator(R) Series contract, a 60 day rate lock
will apply from the date of application. Any contribution(s) received during
this 60 day period will be credited with the interest rate offered on the date
of application for the remainder of the time period selected at application.
Any contribution(s) received after the 60 day rate lock period has ended will
be credited with the then current interest rate for the remainder of the time
period selected at application. Contribution(s) made to a special dollar cost
averaging program selected after the Accumulator(R) Series contract has been
issued will be credited with the then current interest rate on the date the
contribution is received by AXA Equitable for the time period initially
selected by you. Once the time period you selected has run, you may then select
another time period for future contributions. At that time, you may also select
a different allocation for transfers to the variable investment options, or, if
you wish, we will continue to use the selection that you have previously made.
Currently, your account value will be transferred from the account for special
dollar cost averaging into the variable investment options on a monthly basis.
We may offer this program in the future with transfers on a different basis.

We will transfer all amounts out of the account for special dollar cost
averaging by the end of the chosen time period. The transfer date will be the
same day of the month as the contract date, but not later than the 28th day of
the month. For a special dollar cost averaging program selected after
application, the first transfer date and each subsequent transfer date for the
time period selected will be one month from the date the first contribution is
made into the special dollar cost averaging program, but not later than the
28th day of the month.

If you choose to allocate only a portion of an eligible contribution to the
account for special dollar cost averaging, the remaining balance of that
contribution will be allocated to the variable investment options, guaranteed
interest option or fixed maturity options according to your instructions.

The only transfers that will be made from the account for special dollar cost
averaging are your regularly scheduled transfers to the variable investment
options. No amounts may be transferred from the account for special dollar cost
averaging to the guaranteed interest option or the fixed maturity options. If
you request to transfer or withdraw any other amounts from the account for
special dollar averaging, we will transfer all of the value that you have
remaining in the account for special dollar cost averaging to the investment
options according to the allocation percentages for special dollar cost
averaging we have on file for you. You may ask us to cancel your participation
at any time. We may, at any time, exercise our rights to terminate transfers to
any of the variable investment options and to limit the number of variable
investment options which you may elect.

SPECIAL MONEY MARKET DOLLAR COST AVERAGING PROGRAM. The special money market
dollar cost averaging program is only available to Accumulator(R) Plus/SM/ and
Accumulator(R) Select/SM/ contract owners. You may dollar cost average from the
account for special money market dollar cost averaging option (which is part of
the EQ/Money Market investment option) into any of the other variable
investment options. Only the permitted variable investment options are
available if you elect the Guaranteed withdrawal benefit for life, the 100%
Principal guarantee benefit or the Guaranteed minimum income benefit without
the Greater of 6 1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85
enhanced death benefit. Only the AXA Moderate Allocation Portfolio is available
if you elect the 125% Principal guarantee benefit. You may elect to participate
in a 3, 6 or 12-month program at any time subject to the age limitation on
contributions described earlier in this Prospectus.

Contributions into the account for special money market dollar cost averaging
must be new contributions. In other words, you may not make transfers from
amounts allocated in other variable investment options to initiate the program.
You must allocate your entire initial contribution into the account for special
money market dollar cost averaging if you are selecting the program at the time
you apply for your Accumulator(R) Series contract. Thereafter, contributions to
any new program must be at least $2,000. Contributions to an existing program
must be at least $250. You may only have one program in effect at any time.

Each month, we will transfer your account value in the account for special
money market dollar cost averaging into the other variable investment options
you select. Once the time period you selected has expired, you may then select
to participate in the special money market dollar cost averaging program for an
additional time period. At that time, you may also select a different
allocation for monthly transfers from the account for special money market
dollar cost averaging to the variable investment options, or, if you wish, we
will continue to use the selection that you have previously made.

Currently, the monthly transfer date from the account for special money market
dollar cost averaging option will be the same as your contract date, but not
later than the 28th day of the month. For a program selected after application,
the first transfer date and each subsequent transfer date will be one month
from the date the first contribution is made into the program, but not later
than the 28th day of the month. All amounts will be transferred out by the end
of the time period in effect.

The only amounts that should be transferred from the account for special money
market dollar cost averaging option are your regularly scheduled transfers to
the variable investment options. If you request to transfer or withdraw any
other amounts from the account for special money market dollar cost averaging,
we will transfer all of the value you have remaining in the account to the
variable investment options according to the allocation percentages we have on
file for you. You may cancel your participation in the program at any time by
notifying us in writing. We may, at any time, exercise our rights to terminate
transfers to any of the variable investment options and to limit the number of
variable investment options which you may elect.

CONTRACT FEATURES AND BENEFITS

You can select to have transfers made on a monthly, quarterly or annual basis.
The transfer date will be the same calendar day of the month as the contract
date, but not later than the 28th day of the month. You can also specify the
number of transfers or instruct us to continue making the transfers until all
amounts in the EQ/Money Market option have been transferred out. The minimum
amount that we will transfer each time is $250.

If, on any transfer date, your value in the EQ/Money Market option is equal to
or less than the amount you have elected to have transferred, the entire amount
will be transferred. The general dollar cost averaging program will then end.
You may change the transfer amount once each contract year or cancel this
program at any time.

We may, at any time, exercise our rights to terminate transfers to any of the
variable investment options and to limit the number of variable investment
options which you may elect.

If you have elected a Principal guarantee benefit, the general dollar cost
averaging program is not available.

If you elect the Guaranteed withdrawal benefit for life or the Guaranteed
minimum income benefit without the Greater of 6 1/2% (or 6%) Roll-Up to age 85
or the Annual Ratchet to age 85 enhanced death benefit, general dollar cost
averaging is not available.

INVESTMENT SIMPLIFIER

FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar
amount transferred out of the guaranteed interest option and into the variable
investment options of your choice. Only the permitted variable investment
options are available if you elect the Guaranteed withdrawal benefit for life,
the 100% Principal guarantee benefit or the Guaranteed minimum income benefit
without the Greater of 6 1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet
to age 85 enhanced death benefit. Only the AXA Moderate Allocation Portfolio is
available if you elect the 125% Principal guarantee benefit. Transfers may be
made on a monthly, quarterly or annual basis. You can specify the number of
transfers or instruct us to continue to make transfers until all available
amounts in the guaranteed interest option have been transferred out.

In order to elect the fixed-dollar option, you must have a minimum of $5,000 in
the guaranteed interest option on the date we receive your election form at our
processing office. The transfer date will be the same calendar day of the month
as the contract date but not later than the 28th day of the month. The minimum
transfer amount is $50. Unlike the account for special dollar cost averaging
(available in Accumulator(R) and Accumulator(R) Elite/SM/ contracts only), this
option does not offer enhanced rates. Also, this option is subject to the
guaranteed interest option transfer limitations described under ''Transferring
your account value'' in ''Transferring your money among investment options''
later in this Prospectus. While the program is running, any transfer that
exceeds those limitations will cause the program to end for that contract year.
You will be notified. You must send in a request form to resume the program in
the next or subsequent contract years.

If, on any transfer date, your value in the guaranteed interest option is equal
to or less than the amount you have elected to have transferred, the entire
amount will be transferred, and the program will end. You may change the
transfer amount once each contract year or cancel this program at any time. We
may, at any time, exercise our rights to terminate transfers to any of the
variable investment options and to limit the number of variable investment
options which you may elect.

INTEREST SWEEP OPTION. Under this option, you may elect to have monthly
transfers from amounts in the guaranteed interest option into the variable
investment options of your choice. Only the permitted variable investment
options are available if you elect the Guaranteed withdrawal benefit for life,
the 100% Principal guarantee benefit or the Guaranteed minimum income benefit
without the Greater of 6 1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet
to age 85 enhanced death benefit. Only the AXA Moderate Allocation portfolio is
available if you elect the 125% Principal guarantee benefit. The transfer date
will be the last business day of the month. The amount we will transfer will be
the interest credited to amounts you have in the guaranteed interest option
from the last business day of the prior month to the last business day of the
current month. You must have at least $7,500 in the guaranteed interest option
on the date we receive your election. We will automatically cancel the interest
sweep program if the amount in the guaranteed interest option is less than
$7,500 on the last day of the month for two months in a row. For the interest
sweep option, the first monthly transfer will occur on the last business day of
the month following the month that we receive your election form at our
processing office. We may, at any time, exercise our rights to terminate
transfers to any of the variable investment options and to limit the number of
variable investment options which you may elect.

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

You may not participate in any dollar cost averaging program if you are
participating in the Option II rebalancing program. Under the Option I
rebalancing program, you may participate in any of the dollar cost averaging
programs except general dollar cost averaging, and for Accumulator(R) Plus/SM/
and Accumulator(R) Select/SM/ contract owners, the special money market dollar
cost averaging program. You may only participate in one dollar cost averaging
program at a time. See ''Transferring your money among investment options''
later in this Prospectus. Also, for information on how the dollar cost
averaging program you select may affect certain guaranteed benefits see
''Guaranteed minimum death benefit and Guaranteed minimum income benefit base''
below.

We do not deduct a transfer charge for any transfer made in connection with our
dollar cost averaging and Investment Simplifier programs. Not all dollar cost
averaging programs are available in all states. See Appendix VII later in this
Prospectus for more information on state availability. You may only participate
in one dollar cost averaging program at a time.

CREDITS (FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY)

A credit will also be allocated to your account value at the same time that we
allocate your contribution. Credits are allocated to the same investment
options based on the same percentages used to allocate your contributions. We
do not include credits in calculating any of your benefit bases under the
contract, except to the extent that any

CONTRACT FEATURES AND BENEFITS

credits are part of your account value, which is used to calculate the Annual
Ratchet benefit bases or a Roll-up benefit base reset.

The amount of the credit will be 4%, 4.5% or 5% of each contribution based on
the following breakpoints and rules:

-------------------------------------------------
CREDIT PERCENTAGE
FIRST YEAR TOTAL CONTRIBUTIONS APPLIED TO
BREAKPOINTS CONTRIBUTIONS
-------------------------------------------------

Less than $500,000 4%
-------------------------------------------------
$500,000-$999,999.99 4.5%
-------------------------------------------------
$1 million or more 5%
-------------------------------------------------

The percentage of the credit is based on your total first year total
contributions. If you purchase a Principal guarantee benefit, you may not make
additional contributions after the first six months. This credit percentage
will be credited to your initial contribution and each additional contribution
made in the first contract year (after adjustment as described below), as well
as those in the second and later contract years. The credit will apply to
additional contributions only to the extent that the sum of that contribution
and prior contributions to which no credit was applied exceeds the total
withdrawals made from the contract since the issue date.

For example, assume you make an initial contribution of $100,000 to your
contract and your account value is credited with $4,000 (4% x $100,000). After
that, you decide to withdraw $7,000 from your contract. Later, you make a
subsequent contribution of $3,000. You receive no credit on your $3,000
contribution since it does not exceed your total withdrawals ($7,000). Further
assume that you make another subsequent contribution of $10,000. At that time,
your account value will be credited with $240 [4% x (10,000 + 3,000 - 7,000)].

Although the credit, as adjusted at the end of the first contract year, will be
based upon first year total contributions, the following rules affect the
percentage with which contributions made in the first contract year are
credited during the first contract year:

.. Indication of intent: If you indicate in the application at the time you
purchase your contract an intention to make additional contributions to
meet one of the breakpoints (the ''Expected First Year Contribution
Amount'') and your initial contribution is at least 50% of the Expected
First Year Contribution Amount, your credit percentage will be as follows:

-- For any contributions resulting in total contributions to date less than
or equal to your Expected First Year Contribution Amount, the credit
percentage will be the percentage that applies to the Expected First Year
Contribution Amount based on the table above.

-- For any subsequent contribution that results in your total contributions
to date exceeding your Expected First Year Contribution Amount, such that
the credit percentage should have been higher, we will increase the
credit percent- age applied to that contribution, as well as any prior or
subsequent contributions made in the first contract year, accordingly.

-- If at the end of the first contract year your total contributions were
lower than your Expected First Year Contribution Amount such that the
credit applied should have been lower, we will recover any Excess Credit.
The Excess Credit is equal to the difference between the credit that was
actually applied based on your Expected First Year Contribution Amount
(as applicable) and the credit that should have been applied based on
first year total contributions.

-- The ''Indication of intent'' approach to first year contributions is not
available in all states. Please see Appendix VII later in this Prospectus
for information on state availability.

.. No indication of intent:

-- For your initial contribution (if available in your state) we will apply
the credit percentage based upon the above table.

-- For any subsequent contribution that results in a higher applicable
credit percentage (based on total contributions to date), we will
increase the credit percentage applied to that contribution, as well as
any prior or subsequent contributions made in the first contract year,
accordingly.

In addition to the recovery of any Excess Credit, we will recover all of the
credit or a portion of the credit in the following situations:

.. If you exercise your right to cancel the contract, we will recover the
entire credit made to your contract (see ''Your right to cancel within a
certain number of days'' later in this Prospectus)/(1)/

.. If you start receiving annuity payments within three years of making any
contribution, we will recover the credit that applies to any contribution
made within the prior three years. Please see Appendix VII later in this
Prospectus for information on state variations.

.. If the owner (or older joint owner, if applicable) dies during the one-year
period following our receipt of a contribution to which a credit was
applied, we will recover the amount of such credit. For Joint life GWBL
contracts, we will only recover the credit if the second owner dies within
the one-year period following a contribution.

We will recover any credit on a pro rata basis from the value in your variable
investment options and guaranteed interest option. If there is insufficient
value or no value in the variable investment options and guaranteed interest
option, the fixed maturity options in order of the earliest maturing date(s),
any additional amount of the withdrawal required or the total amount of the
withdrawal will be withdrawn from the account for special money market dollar
cost averaging. A market value adjustment may apply to withdrawals from the
fixed maturity options.

We do not consider credits to be contributions for purposes of any discussion
in this Prospectus. Credits are also not considered to be part of your
investment in the contract for tax purposes.

We use a portion of the mortality and expense risks charge and withdrawal
charge to help recover our cost of providing the credit. See ''Charges and
expenses'' later in this Prospectus. The charge associated with the credit may,
over time, exceed the sum of the credit and any related earnings. You should
consider this possibility before purchasing the contract.

CONTRACT FEATURES AND BENEFITS

GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

This section does not apply if you elect GWBL. For information about the GWBL
death benefits and benefit bases, see ''Guaranteed withdrawal benefit for life
(''GWBL'')'' later in this section.

The Guaranteed minimum death benefit base and Guaranteed minimum income benefit
base (hereinafter, in this section called your ''benefit base'') are used to
calculate the Guaranteed minimum income benefit and the death benefits, as
described in this section. The benefit base for the Guaranteed minimum income
benefit and any enhanced death benefit will be calculated as described below in
this section whether these options are elected individually or in combination.
Your benefit base is not an account value or a cash value. See also
''Guaranteed minimum income benefit'' and ''Guaranteed minimum death benefit''
below.

STANDARD DEATH BENEFIT. Your benefit base is equal to:

.. your initial contribution and any additional contributions to the contract;
less

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under ''How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits'' in
''Accessing your money'' later in this Prospectus. The amount of any
withdrawal charge is described under ''Withdrawal charge'' in ''Charges and
expenses'' later in this Prospectus. Please note that withdrawal charges do
not apply to Accumulator(R) Select/SM /contracts.

6 1/2% (OR 6%, IF APPLICABLE) ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6 1/2%
ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, THE
GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is
equal to:

.. your initial contribution and any additional contributions to the contract;
plus

.. daily roll-up; less

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under ''How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits'' in
''Accessing your money'' and the section entitled ''Charges and expenses''
later in this Prospectus. The amount of any withdrawal charge is described
under ''Withdrawal charge'' in ''Charges and expenses'' later in this
Prospectus. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM /contracts.

The effective annual roll-up rate credited to this benefit base is:

.. 6 1/2% (or 6%, if applicable) with respect to the variable investment
options (including amounts allocated to the account for special money
market dollar cost averaging under Accumulator(R) Plus/SM /and
Accumulator(R) Select/SM /contracts but excluding all other
amounts allocated to the EQ/Money Market variable investment option), and
the account for special dollar cost averaging (under Accumulator(R) and
Accumulator(R) Elite/SM /contracts only); the effective annual rate may be
4% in some states. Please see Appendix VII later in this Prospectus to see
what applies in your state; and

.. 3% with respect to the EQ/Money Market variable investment option, the
fixed maturity options, the guaranteed interest option and the loan reserve
account under Rollover TSA (if applicable).

The benefit base stops rolling up on the contract date anniversary following
the owner's (or older joint owner's, if applicable) 85th birthday.

Please see ''Our administrative procedures for calculating your Roll-Up benefit
base following a transfer'' later in the Prospectus for more information about
how we calculate your Roll-Up benefit base when you transfer account values
between investment options with a higher Roll-Up rate (4-6.5%) and investment
options with a lower Roll-Up rate (3%).

ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT, THE GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85
ENHANCED DEATH BENEFIT, THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET
TO AGE 85 ENHANCED DEATH BENEFIT, THE GREATER OF 3% ROLL-UP TO AGE 85 OR ANNUAL
RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME
BENEFIT). If you have not taken a withdrawal from your contract, your benefit
base is equal to the greater of either:

.. your initial contribution to the contract (plus any additional
contributions),

-or-

.. your highest account value on any contract date anniversary up to the
contract date anniversary following the owner's (or older joint owner's, if
applicable) 85th birthday (plus any contributions made since the most
recent Annual Ratchet).

If you have taken a withdrawal from your contract, your benefit base will be
reduced from the amount described above. See ''How withdrawals affect your
Guaranteed minimum income benefit, Guaranteed minimum death benefit and
Principal guarantee benefits'' in ''Accessing your money'' later in this
Prospectus. The amount of any withdrawal charge is described under ''Withdrawal
charge'' in ''Charges and expenses'' later in this Prospectus. Please note that
withdrawal charges do not apply to Accumulator(R) Select/SM/ contracts. At any
time after a withdrawal, your benefit base is equal to the greater of either:

.. your benefit base immediately following the most recent withdrawal (plus
any additional contributions made after the date of such withdrawal),

-or-

.. your highest account value on any contract date anniversary after the date
of the most recent withdrawal, up to the contract date anniversary
following the owner's (or older joint owner's, if applicable) 85th birthday
(plus any contributions made since the most recent Annual Ratchet after the
date of such withdrawal).

GREATER OF 6 1/2% (OR 6% IF APPLICABLE) ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO
AGE 85 ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your
benefit base is equal to the greater of the benefit base computed for the
6 1/2% (or

CONTRACT FEATURES AND BENEFITS

6%, if applicable) Roll-Up to age 85 or the benefit base computed for the
Annual Ratchet to age 85, as described immediately above, on each contract date
anniversary. For the Guaranteed minimum income benefit, the benefit base is
reduced by any applicable withdrawal charge remaining when the option is
exercised. For more information, see '' Withdrawal charge'' in ''Charges and
expenses'' later in this Prospectus. Please note that withdrawal charges do not
apply to Accumulator(R) Select/SM/ contracts.

3% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 3% ROLL-UP TO AGE 85 OR THE
ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT). Your benefit base is equal to:

.. your initial contribution and any additional contributions to the contract;
plus

.. daily roll-up; less

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under ''How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits'' in
''Accessing your money'' and the section entitled ''Charges and expenses''
later in this Prospectus. The amount of any withdrawal charge is described
under ''Withdrawal charge'' in ''Charges and expenses'' later in this
Prospectus. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM/ contracts.

The effective annual roll-up rate credited to the benefit base is 3%.

The benefit base stops rolling up on the contract date anniversary following
the owner's (or older joint owner's, if applicable) 85th birthday.

GREATER OF 3% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT. Your benefit base is equal to the greater of the benefit base computed
for the 3% Roll-Up to age 85 or the benefit base computed for the Annual
Ratchet to age 85, as described immediately above, on each contract date
anniversary.

GUARANTEED MINIMUM INCOME BENEFIT AND THE ROLL-UP BENEFIT BASE RESET. You will
be eligible to reset your Guaranteed minimum income benefit Roll-Up benefit
base on each contract date anniversary until the contract date anniversary
following age 75. If you elect the Guaranteed minimum income benefit without
the Greater of 6 1/2% (or 6% if applicable) Roll-Up to age 85 or Annual Ratchet
to age 85 enhanced death benefit, you may reset its Roll-Up benefit base on
each contract date anniversary until the contract date anniversary following
age 75 AND your investment option choices will be limited to the guaranteed
interest option, the account for special dollar cost averaging (for
Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the account for
special money market dollar cost averaging (for Accumulator(R) Plus/SM/ and
Accumulator(R) Select/SM/ contracts) and the permitted variable investment
options. See ''What are your investment options under the contract?'' earlier
in this section. The reset amount would equal the account value as of the
contract date anniversary on which you reset your Roll-Up benefit base. The
Roll-Up continues to age 85 on any reset benefit base.

If you elect both the Guaranteed minimum income benefit AND the Greater of the
6 1/2% (or 6%) Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death
benefit (the ''Greater of enhanced death benefit''), you will be eligible to
reset the Roll-Up benefit base for these guaranteed benefits to equal the
account value on any contract date anniversary until the contract date
anniversary following age 75, and your investment options will not be
restricted. If you elect both options, they are not available with different
Roll-Up benefit bases: each option must include either the 6 1/2% Roll-Up or 6%
Roll-Up benefit base.

We will send you a notice in each year that the Roll-Up benefit base is
eligible to be reset, and you will have 30 days from your contract date
anniversary to request a reset. At any time, you may choose one of the three
available reset methods: one-time reset option, automatic annual reset program
or automatic customized reset program.

--------------------------------------------------------------------------------
ONE-TIME RESET OPTION -- RESETS YOUR ROLL-UP BENEFIT BASE ON A SINGLE CONTRACT
DATE ANNIVERSARY.
AUTOMATIC ANNUAL RESET PROGRAM -- AUTOMATICALLY RESETS YOUR ROLL-UP BENEFIT
BASE ON EACH CONTRACT DATE ANNIVERSARY YOU ARE ELIGIBLE FOR A RESET.
AUTOMATIC CUSTOMIZED RESET PROGRAM -- AUTOMATICALLY RESETS YOUR ROLL-UP BENEFIT
BASE ON EACH CONTRACT DATE ANNIVERSARY, IF ELIGIBLE, FOR THE PERIOD YOU
DESIGNATE.
--------------------------------------------------------------------------------

If your request to reset your Roll-Up benefit base is received at our
processing office more than 30 days after your contract date anniversary, your
Roll-Up benefit base will reset on the next contract date anniversary if you
are eligible for a reset.

One-time reset requests will be processed as follows:

(i)if your request is received within 30 days following your contract date
anniversary, your Roll-Up benefit base will be reset, if eligible, as of
that contract date anniversary. If your benefit base was not eligible for a
reset on that contract date anniversary, your one-time reset request will be
terminated;

(ii)if your request is received outside the 30 day period following your
contract date anniversary, your Roll-Up benefit base will be reset, if
eligible, on the next contract date anniversary. If your benefit base is
not eligible for a reset, your one-time reset request will be terminated.

Once your one-time reset request is terminated, you must submit a new request
in order to reset your benefit base.

If you elect to reset your Roll-Up benefit base on any contract date
anniversary, we will increase the charge for the Guaranteed minimum income
benefit and the Greater of 6 1/2% (or 6%, if applicable)

CONTRACT FEATURES AND BENEFITS

Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit to the
maximum charge permitted under the contract. There is no charge increase for
the Annual Ratchet to age 85 enhanced death benefit. See both ''Guaranteed
minimum death benefit charge'' and ''Guaranteed minimum income benefit charge''
in ''Charges and expenses'' later in this Prospectus for more information.

It is important to note that once you have reset your Roll-Up benefit base, a
new waiting period to exercise the Guaranteed minimum income benefit will apply
from the date of the reset: you may not exercise until the tenth contract date
anniversary following the reset or, if later, the earliest date you would have
been permitted to exercise without regard to the reset. See ''Exercise rules''
under ''Guaranteed minimum income benefit'' below for more information. Please
note that in almost all cases, resetting your Roll-Up benefit base will
lengthen the exercise waiting period. Also, even when there is no additional
charge when you reset your Roll-Up benefit base, the total dollar amount
charged on future contract date anniversaries may increase as a result of the
reset since the charges may be applied to a higher benefit base than would have
been otherwise applied. See ''Charges and expenses'' in the Prospectus.

If you are a traditional IRA, TSA or QP contract owner, before you reset your
Roll-Up benefit base, please consider the effect of the 10-year exercise
waiting period on your requirement to take lifetime required minimum
distributions with respect to the contract. If you must begin taking lifetime
required minimum distributions during the 10-year waiting period, you may want
to consider taking the annual lifetime required minimum distribution calculated
for the contract from another permissible contract or funding vehicle. If you
withdraw the lifetime required minimum distribution from the contract, and the
required minimum distribution is more than 6 1/2% (or 6%) of the reset benefit
base, the withdrawal would cause a pro rata reduction in the benefit base.
Alternatively, resetting the benefit base to a larger amount would make it less
likely that the required minimum distributions would exceed the 6 1/2% (or 6%)
threshold. See ''Lifetime required minimum distribution withdrawals'' and ''How
withdrawals affect your Guaranteed minimum income benefit and Guaranteed
minimum death benefit'' in ''Accessing your money.'' Also, see ''Required
minimum distributions'' under ''Individual retirement arrangements (IRAs)'' in
''Tax information'' and Appendix II -- ''Purchase considerations for QP
Contracts'' as well as Appendix IX --''Tax-sheltered annuity contracts (TSAs)''
later in this Prospectus.

If you elect both a ''Greater of'' enhanced death benefit and the Guaranteed
minimum income benefit, the Roll-Up benefit bases for both are reset
simultaneously when you request a Roll-Up benefit base reset. You cannot elect
a Roll-Up benefit base reset for one benefit and not the other.

ANNUITY PURCHASE FACTORS

Annuity purchase factors are the factors applied to determine your periodic
payments under the Guaranteed minimum income benefit and annuity payout
options. The Guaranteed minimum income benefit is discussed under ''Guaranteed
minimum income benefit'' below and annuity payout options are discussed under
''Your annuity payout options'' in ''Accessing your money'' later in this
Prospectus. Annuity purchase factors are based on interest rates, mortality
tables, frequency of payments, the form of annuity benefit, and the owner's
(and any joint owner's) age and sex in certain instances. We may provide more
favorable current annuity purchase factors for the annuity payout options.

GUARANTEED MINIMUM INCOME BENEFIT

The Guaranteed minimum income benefit is available if the owner is age 20
through 75 at the time the contract is issued.

Subject to state availability (see Appendix VII later in this Prospectus), you
may elect one of the following:

.. The Guaranteed minimum income benefit that includes the 6 1/2% Roll-Up
benefit base.

.. The Guaranteed minimum income benefit that includes the 6% Roll-Up benefit
base.

Both options include the ability to reset your Guaranteed minimum income
benefit base on each contract date anniversary until the contract date
anniversary following age 75. See ''Guaranteed minimum income benefit and the
Roll-Up benefit base reset'' earlier in this section.

If you elect the Guaranteed minimum income benefit with a ''Greater of'' death
benefit, you can choose between one of the following two combinations:

.. the Greater of the 6 1/2% Roll-Up to age 85 or the Annual Ratchet to age 85
enhanced death benefit with the Guaranteed minimum income benefit that
includes the 6 1/2% Roll-Up benefit base, or

.. the Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85
enhanced death benefit with the Guaranteed minimum income benefit that
includes the 6% Roll-Up benefit base.

If you elect the Guaranteed minimum income benefit without the Greater of the
6 1/2% (or 6%, if applicable) Roll-Up to age 85 or the Annual Ratchet to age 85
enhanced death benefit, your investment options will be limited to the
guaranteed interest option, the account for special dollar cost averaging (for
Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the account for
special money market dollar cost averaging (for Accumulator(R) Plus/SM/ and
Accumulator(R) Select/SM/ contracts) and the permitted variable investment
options. See ''What are your investment options under the contract?'' earlier
in this section.

If the contract is jointly owned, the Guaranteed minimum income benefit will be
calculated on the basis of the older owner's age. There is an additional charge
for the Guaranteed minimum income benefit which is described under ''Guaranteed
minimum income benefit charge'' in ''Charges and expenses'' later in this
Prospectus. Once you purchase the Guaranteed minimum income benefit, you may
not voluntarily terminate this benefit. If you elect both the Guaranteed
minimum income benefit and a ''Greater of'' enhanced death benefit, the Roll-Up
rate you elect must be the same for both features.

If you are purchasing the contract as an Inherited IRA or if you elect a
Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the
Guaranteed minimum income benefit is not available. If you are using the
contract to fund a charitable remainder trust (for Accumulator(R) and
Accumulator(R) Elite/SM/ contracts only), you will have to take certain
distribution amounts. You should consider split-funding so that those
distributions do not adversely impact your guaranteed minimum income benefit.
See ''Owner and annuitant requirements'' earlier in this section. For IRA, QP
and Rollover TSA contracts, owners over age 60 at contract issue should
consider the impact of the minimum distributions required by tax law in
relation to the withdrawal limitations under the

CONTRACT FEATURES AND BENEFITS

Guaranteed minimum income benefit. See ''How withdrawals affect your Guaranteed
minimum income benefit, Guaranteed minimum death benefit and Principal
guarantee benefits'' in ''Accessing your money'' later in this Prospectus.

If you elect the Guaranteed minimum income benefit option and change ownership
of the contract, this benefit will automatically terminate, except under
certain circumstances. See ''Transfers of ownership, collateral assignments,
loans and borrowing'' in ''More information,'' later in this Prospectus for
more information.

The Guaranteed minimum income benefit guarantees you a minimum amount of fixed
income under your choice of a life annuity fixed payout option or a life with a
period certain payout option, subject to state availability. You choose which
of these payout options you want and whether you want the option to be paid on
a single or joint life basis at the time you exercise your Guaranteed minimum
income benefit. The maximum period certain available under the life with a
period certain payout option is 10 years. This period may be shorter, depending
on the owner's age, as follows:

-----------------------------------------------------------------------------------
LEVEL PAYMENTS
-----------------------------------------------------------------------------------
OWNER'S AGE AT EXERCISE PERIOD CERTAIN YEARS
-----------------------------------------------------------------------------------

80 and younger 10
-----------------------------------------------------------------------------------
81 9
-----------------------------------------------------------------------------------
82 8
-----------------------------------------------------------------------------------
83 7
-----------------------------------------------------------------------------------
84 6
-----------------------------------------------------------------------------------
85 5
-----------------------------------------------------------------------------------

We may also make other forms of payout options available. For a description of
payout options, see ''Your annuity payout options'' in ''Accessing your money''
later in this Prospectus.

--------------------------------------------------------------------------------
THE GUARANTEED MINIMUM INCOME BENEFIT SHOULD BE REGARDED AS A SAFETY NET ONLY.
--------------------------------------------------------------------------------

When you exercise the Guaranteed minimum income benefit, the annual lifetime
income that you will receive will be the greater of (i) your Guaranteed minimum
income benefit which is calculated by applying your Guaranteed minimum income
benefit base, less any applicable withdrawal charge remaining (if applicable
under your Accumulator(R) Series contract), to GMIB guaranteed annuity purchase
factors, or (ii) the greater of the income provided by applying your account
value to our then current annuity purchase factors or the guaranteed annuity
purchase factors stated in your contract. For Rollover TSA only, we will
subtract from the Guaranteed minimum income benefit base or account value any
outstanding loan, including interest accrued but not paid. You may also elect
to receive monthly or quarterly payments as an alternative. If you elect
monthly or quarterly payments, the aggregate payments you receive in a contract
year will be less than what you would have received if you had elected an
annual payment, as monthly and quarterly payments reflect the time value of
money with regard to both interest and mortality. The benefit base is applied
only to the guaranteed annuity purchase factors under the Guaranteed minimum
income benefit in your contract and not to any other guaranteed or current
annuity purchase rates. Your account value is never applied to the guaranteed
annuity purchase factors under GMIB. The amount of income you actually receive
will be determined when we receive your request to exercise the benefit.

When you elect to receive annual lifetime income, your contract (including its
death benefit and any account or cash values) will terminate and you will
receive a new contract for the annuity payout option. For a discussion of when
your payments will begin and end, see ''Exercise of Guaranteed minimum income
benefit'' below.

Before you elect the Guaranteed minimum income benefit, you should consider the
fact that it provides a form of insurance and is based on conservative
actuarial factors. Therefore, even if your account value is less than your
benefit base, you may generate more income by applying your account value to
current annuity purchase factors. We will make this comparison for you when the
need arises.

GUARANTEED MINIMUM INCOME BENEFIT ''NO LAPSE GUARANTEE''. In general, if your
account value falls to zero (except as discussed below, if your account value
falls to zero due to a withdrawal that causes your total contract year
withdrawals to exceed 6 1/2% (or 6%, if applicable) of the Roll-Up benefit base
as of the beginning of the contract year or in the first contract year, all
contributions received in the first 90 days), the Guaranteed minimum income
benefit will be exercised automatically, based on the owner's (or older joint
owner's, if applicable) current age and benefit base, as follows:

.. You will be issued a supplementary contract based on a single life with a
maximum 10 year period certain. Payments will be made annually starting one
year from the date the account value fell to zero. Upon exercise, your
contract (including its death benefit and any account or cash values) will
terminate.

.. You will have 30 days from when we notify you to change the payout option
and/or the payment frequency.

Please note that we will not automatically exercise the Guaranteed minimum
income benefit, as described above, if you have a TSA contract and withdrawal
restrictions apply.

The no lapse guarantee will terminate under the following circumstances:

.. If your aggregate withdrawals during any contract year exceed 6 1/2% (or
6%, if applicable) of the Roll-Up benefit base (as of the beginning of the
contract year or in the first contract year, all contributions received in
the first 90 days);

.. Upon the contract date anniversary following the owner (or older joint
owner, if applicable) reaching age 85.

Please note that if you participate in our Automatic RMD service, an automatic
withdrawal under that program will not cause the no lapse guarantee to
terminate even if a withdrawal causes your total contract year withdrawals to
exceed 6 1/2% (or 6%, applicable) of your Roll-Up benefit base at the beginning
of the contract year.

ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6%
Roll-Up to age 85 benefit base, the table below illustrates the Guaranteed
minimum income benefit amounts per $100,000 of initial contribution, for a male
owner age 60 (at issue) on the contract date anniversaries indicated, who has
elected the life annuity fixed payout option, using the guaranteed annuity
purchase factors as of the date of this Prospectus, assuming no additional
contributions, withdrawals, or loans under Rollover TSA contracts, and assuming
there were no allocations to the EQ/Money Market variable investment option,
the guaranteed interest option, the fixed maturity options or the loan reserve
account under Rollover TSA contracts.

CONTRACT FEATURES AND BENEFITS

---------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT --
CONTRACT DATE ANNIVERSARY AT EXERCISE ANNUAL INCOME PAYABLE FOR LIFE
---------------------------------------------------------------------------------

10 $10,065
---------------------------------------------------------------------------------

15 $15,266
---------------------------------------------------------------------------------

EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date
anniversary that you are eligible to exercise the Guaranteed minimum income
benefit, we will send you an eligibility notice illustrating how much income
could be provided as of the contract date anniversary. You must notify us
within 30 days following the contract date anniversary if you want to exercise
the Guaranteed minimum income benefit. You must return your contract to us,
along with all required information within 30 days following your contract date
anniversary, in order to exercise this benefit. Upon exercise of the Guaranteed
minimum income benefit, the owner (or older joint owner, if applicable) will
become the annuitant, and the contract will be annuitized on the basis of the
annuitant's life. You will begin receiving annual payments one year after the
annuity payout contract is issued. If you choose monthly or quarterly payments,
you will receive your payment one month or one quarter after the annuity payout
contract is issued. You may choose to take a withdrawal prior to exercising the
Guaranteed minimum income benefit, which will reduce your payments. You may not
partially exercise this benefit. See ''Accessing your money'' under
''Withdrawing your account value'' later in this Prospectus. Payments end with
the last payment before the annuitant's (or joint annuitant's, if applicable)
death or, if later, the end of the period certain (where the payout option
chosen includes a period certain).

EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit
is based on the owner's (or older joint owner's, if applicable) age as follows:

.. If you were at least age 20 and no older than age 44 when the contract was
issued, you are eligible to exercise the Guaranteed minimum income benefit
within 30 days following each contract date anniversary beginning with the
15th contract date anniversary.

.. If you were at least age 45 and no older than age 49 when the contract was
issued, you are eligible to exercise the Guaranteed minimum income benefit
within 30 days following each contract date anniversary after age 60.

.. If you were at least age 50 and no older than age 75 when the contract was
issued, you are eligible to exercise the Guaranteed minimum income benefit
within 30 days following each contract date anniversary beginning with the
10th contract date anniversary.

Please note:

(i)the latest date you may exercise the Guaranteed minimum income benefit is
within 30 days following the contract date anniversary following your 85th
birthday;

(ii)if you were age 75 when the contract was issued or the Roll-Up benefit base
was reset, the only time you may exercise the Guaranteed minimum income
benefit is within 30 days following the contract date anniversary following
your attainment of age 85;

(iii)for Accumulator(R) Series QP contracts, the Plan participant can exercise
the Guaranteed minimum income benefit only if he or she elects to take a
distribution from the Plan and, in connection with this distribution, the
Plan's trustee changes the ownership of the contract to the participant.
This effects a rollover of the Accumulator(R) Series QP contract into an
Accumulator(R) Series Rollover IRA. This process must be completed within
the 30-day time frame following the contract date anniversary in order for
the Plan participant to be eligible to exercise. However, if the
Guaranteed minimum income benefit is automatically exercised as a result
of the no lapse guarantee, a rollover into an IRA will not be effected and
payments will be made directly to the trustee;

(iv)Since no partial exercise is permitted, owners of defined benefit QP
contracts who plan to change ownership of the contract to the participant
must first compare the participant's lump sum benefit amount and annuity
benefit amount to the GMIB benefit amount and account value, and make a
withdrawal from the contract if necessary. See ''How withdrawals affect
your Guaranteed minimum income benefit, Guaranteed minimum death benefit
and Principal guarantee benefits'' in ''Accessing your money'' later in
this Prospectus.

(v)for Accumulator(R) Series Rollover TSA contracts, you may exercise the
Guaranteed minimum income benefit only if you effect a roll- over of the TSA
contract to an Accumulator(R) Series Rollover IRA. This may only occur when
you are eligible for a distribution from the TSA. This process must be
completed within the 30-day time- frame following the contract date
anniversary in order for you to be eligible to exercise;

(vi)if you reset the Roll-Up benefit base (as described earlier in this
section), your new exercise date will be the tenth contract date
anniversary following the reset or, if later, the earliest date you would
have been permitted to exercise without regard to the reset. Please note
that in almost all cases, resetting your Roll-Up benefit base will lengthen
the waiting period;

(vii)a spouse beneficiary or younger spouse joint owner under Spousal
continuation may only continue the Guaranteed minimum income benefit if
the contract is not past the last date on which the original owner could
have exercised the benefit. In addition, the spouse beneficiary or younger
spouse joint owner must be eligible to continue the benefit and to
exercise the benefit under the applicable exercise rule (described in the
above bullets) using the following additional rules. The spouse
beneficiary or younger spouse joint owner's age on the date of the owner's
death replaces the owner's age at issue for purposes of determining the
availability of the benefit and which of the exercise rules applies. The
original contract issue date will continue to apply for purposes of the
exercise rules;

(viii)if the contract is jointly owned, you can elect to have the Guaranteed
minimum income benefit paid either: (a) as a joint life benefit, or
(b) as a single life benefit paid on the basis of the older owner's age;
and

(ix)if the contract is owned by a trust or other non-natural person,
eligibility to elect or exercise the Guaranteed minimum income benefit is
based on the annuitant's (or older joint annuitant's, if applicable) age,
rather than the owner's.

CONTRACT FEATURES AND BENEFITS

See ''Effect of the owner's death'' under ''Payment of death benefit'' later in
this Prospectus for more information.

Please see both ''Insufficient account value'' in ''Determining your contract's
value'' and ''How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits'' in
''Accessing your money'' and the section entitled ''Charges and expenses''
later in this Prospectus for more information on these guaranteed benefits.

From time to time, we may offer you some form of payment or incentive in return
for terminating or modifying certain guaranteed benefits. See "Guaranteed
benefit offers" later in this section for more information.

GUARANTEED MINIMUM DEATH BENEFIT

This section does not apply if you elect GWBL. For information about the GWBL
death benefits and benefit bases, see ''Guaranteed withdrawal benefit for life
(''GWBL'')'' later in this section.

Your contract provides a standard death benefit. If you do not elect one of the
enhanced death benefits described below, the death benefit is equal to your
account value (without adjustment for any otherwise applicable negative market
value adjustment) as of the date we receive satisfactory proof of death, any
required instructions for the method of payment, information and forms
necessary to effect payment, OR the standard death benefit, whichever provides
the higher amount. The standard death benefit is equal to your total
contributions, adjusted for any withdrawals (and any associated withdrawal
charges, if applicable under your Accumulator(R) Series contract). For
Accumulator(R), Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/ contract
owners, the standard death benefit is the only death benefit available for
owners (or older joint owners, if applicable) ages 81 through 85 at issue. Once
your contract is issued, you may not change or voluntarily terminate your death
benefit.

If you elect one of the enhanced death benefits (not including the GWBL
Enhanced death benefit), the death benefit is equal to your account value
(without adjustment for any otherwise applicable negative market value
adjustment) as of the date we receive satisfactory proof of the owner's (or
older joint owner's, if applicable) death, any required instructions for the
method of payment, information and forms necessary to effect payment, or your
elected enhanced death benefit on the date of the owner's (or older joint
owner's, if applicable) death, adjusted for any subsequent withdrawals (and
associated withdrawal charges, if applicable under your Accumulator(R) Series
contract), whichever provides the higher amount. See ''Payment of death
benefit'' later in this Prospectus for more information.

Any of the enhanced death benefits (other than the Greater of 3% Roll-Up to age
85 or the Annual Ratchet to age 85 enhanced death benefit) or the standard
death benefit can be elected by themselves or with the Guaranteed minimum
income benefit. Each enhanced death benefit has an additional charge. There is
no additional charge for the standard death benefit.

If you elect one of the enhanced death benefit options described below and
change ownership of the contract, generally the benefit will automatically
terminate, except under certain circumstances. If this occurs, any enhanced
death benefit elected will be replaced with the standard death benefit. See
''Transfers of ownership, collateral assignments, loans and borrowing'' in
''More information'' later in this Prospectus for more information.

For Accumulator(R) Plus/SM/ contracts, if the owner (or older joint owner, if
applicable) dies during the one-year period following our receipt of a
contribution, the account value used to calculate the applicable guaranteed
minimum death benefit will not reflect any credits applied in the one-year
period prior to death. For Joint life GWBL contracts, we will only recover the
credit if the second owner dies within the one-year period following a
contribution.

Subject to state availability (see Appendix VII later in this Prospectus for
state availability of these benefits), your age at contract issue, and your
contract type, you may elect one of the following enhanced death benefits:

Optional enhanced death benefit applicable for owner (or older joint owner, if
applicable) ages 0 through 75 at issue of NQ contracts; 20 through 75 at issue
of Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA, and Rollover
TSA contracts; 20 through 70 at issue of Flexible Premium IRA contracts; 0
through 70 at issue for Inherited IRA contracts; and 20 through 75 at issue of
QP contracts (20 through 70 at issue for Accumulator(R) Plus/SM/ QP contracts.

.. ANNUAL RATCHET TO AGE 85

.. THE GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

.. THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

Optional enhanced death benefit applicable for owner (or older joint owner, if
applicable) ages 76 through 80 at issue of NQ, Rollover IRA, Roth Conversion
IRA, Flexible Premium Roth IRA, and Rollover TSA contracts.

.. THE GREATER OF 3% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The Greater of 3% Roll-Up to age 85 or Annual Ratchet to age 85 is not
available for QP, Flexible Premium IRA, and Inherited IRA contracts.

For contracts with non-natural owners, the available death benefits are based
on the annuitant's age.

Each enhanced death benefit is equal to its corresponding benefit base
described earlier in ''Guaranteed minimum death benefit and Guaranteed minimum
income benefit base.'' Once you have made your enhanced death benefit election,
you may not change it.

As discussed earlier in this Prospectus, you can elect a ''Greater of''
enhanced death benefit with a corresponding Guaranteed minimum income benefit.
You can elect one of the following two combinations:

.. the Greater of 6 1/2% Roll-Up to age 85 or the Annual Ratchet to age 85
enhanced death benefit with the Guaranteed minimum income benefit that
includes the 6 1/2% Roll-Up benefit base, or

.. the Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age 85
enhanced death benefit with the Guaranteed minimum income benefit that
includes the 6% Roll-Up benefit base.

If you purchase a ''Greater of'' enhanced death benefit with the Guaranteed
minimum income benefit, you will be eligible to reset your Roll-Up benefit base
on each contract date anniversary until the contract date anniversary following
age 75. If you purchase a ''Greater of'' enhanced death benefit without the
Guaranteed minimum income benefit, no reset is available. See ''Guaranteed
minimum income benefit and the Roll-Up benefit base reset'' earlier in this
section.

CONTRACT FEATURES AND BENEFITS

If you are using your Accumulator(R) or Accumulator(R) Elite/SM/ contract to
fund a charitable remainder trust, you will have to take certain distribution
amounts. You should consider split-funding so that those distributions do not
adversely impact your enhanced death benefit. See ''Owner and annuitant
requirements'' earlier in this section.

See Appendix IV later in this Prospectus for an example of how we calculate an
enhanced death benefit.

You may have been the recipient of an offer that provided for an increase in
your account value in return for terminating your Guaranteed minimum death
benefit. If you accepted such an offer, your Guaranteed minimum death benefit
has been replaced with the return of account value death benefit. If you did
not accept an offer, your Guaranteed minimum death benefit is still in effect.
See "Guaranteed benefit offers" later in this section for more information.

EARNINGS ENHANCEMENT BENEFIT

Subject to state and contract availability (see Appendix VII later in this
Prospectus for state availability of these benefits), if you are purchasing a
contract under which the Earnings enhancement benefit is available, you may
elect the Earnings enhancement benefit at the time you purchase your contract,
if the owner is age 75 or younger. The Earnings enhancement benefit provides an
additional death benefit as described below. See the appropriate part of ''Tax
information'' later in this Prospectus for the potential tax consequences of
electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover
TSA contract. Once you purchase the Earnings enhancement benefit you may not
voluntarily terminate this feature. If you elect the Guaranteed withdrawal
benefit for life, the Earnings enhancement benefit is not available.

If you elect the Earnings enhancement benefit described below and change
ownership of the contract, generally this benefit will automatically terminate,
except under certain circumstances. See ''Transfers of ownership, collateral
assignments, loans and borrowing'' in ''More information,'' later in this
Prospectus for more information.

If the owner (or older joint owner, if applicable) is 70 or younger when we
issue your contract (or if the spouse beneficiary or younger spouse joint owner
is 70 or younger when he or she becomes the successor owner and the Earnings
enhancement benefit had been elected at issue), the additional death benefit
will be 40% of:

the GREATER OF:

.. the account value, OR

.. any applicable death benefit

DECREASED BY:

.. total net contributions

For purposes of calculating your Earnings enhancement benefit, the following
applies: (i) ''Net contributions'' are the total contributions made (or if
applicable, the total amount that would otherwise have been paid as a death
benefit had the spouse beneficiary or younger spouse joint owner not continued
the contract plus any subsequent contributions) adjusted for each withdrawal
that exceeds your Earnings enhancement benefit earnings. ''Net contributions''
are reduced by the amount of that excess. Earnings enhancement benefit earnings
are equal to (a) minus (b) where (a) is the greater of the account value and
the death benefit immediately prior to the withdrawal, and (b) is the net
contributions as adjusted by any prior withdrawals (for Accumulator(R) Plus/SM/
contracts, credit amounts are not included in ''net contributions''); and
(ii) ''Death benefit'' is equal to the GREATER of the account value as of the
date we receive satisfactory proof of death OR any applicable Guaranteed
minimum death benefit as of the date of death.

For Accumulator(R) Plus/SM/ contracts, for purposes of calculating your
Earnings enhancement benefit, if any contributions are made in the one-year
period prior to death of the owner (or older joint owner, if applicable), the
account value will not include any credits applied in the one-year period prior
to death.

If the owner (or older joint owner, if applicable) is age 71 through 75 when we
issue your contract (or if the spouse beneficiary or younger spouse joint owner
is between the ages of 71 and 75 when he or she becomes the successor owner and
the Earnings enhancement benefit had been elected at issue), the additional
death benefit will be 25% of:

the GREATER OF:

.. the account value, OR

.. any applicable death benefit

DECREASED BY:

.. total net contributions

The value of the Earnings enhancement benefit is frozen on the first contract
date anniversary after the owner (or older joint owner, if applicable) turns
age 80, except that the benefit will be reduced for withdrawals on a pro rata
basis. Reduction on a pro rata basis means that we calculate the percentage of
the current account value that is being withdrawn and we reduce the benefit by
that percentage. For example, if the account value is $30,000 and you withdraw
$12,000, you have withdrawn 40% of your account value. If the benefit is
$40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X .40)
and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000).

For an example of how the Earnings enhancement death benefit is calculated,
please see Appendix VI.

For contracts continued under Spousal continuation, upon the death of the
spouse (or older spouse, in the case of jointly owned contracts), the account
value will be increased by the value of the Earnings enhancement benefit as of
the date we receive due proof of death. The benefit will then be based on the
age of the surviving spouse as of the date of the deceased spouse's death for
the remainder of the contract. If the surviving spouse is age 76 or older, the
benefit will terminate and the charge will no longer be in effect. The spouse
may also take the death benefit (increased by the Earnings enhancement benefit)
in a lump sum. See ''Spousal continuation'' in ''Payment of death benefit''
later in this Prospectus for more information.

The Earnings enhancement benefit must be elected when the contract is first
issued: neither the owner nor the successor owner can add it after the contract
has been issued. Ask your financial professional or see Appendix VII later in
this Prospectus to see if this feature is available in your state.

CONTRACT FEATURES AND BENEFITS

You may have been the recipient of an offer that provided for an increase in
your account value in return for terminating your Earnings enhancement benefit.
If you accepted such an offer, your Earnings enhancement benefit has been
replaced with the return of account value death benefit. If you did not accept
an offer, your Earnings enhancement benefit is still in effect. See "Guaranteed
benefit offers" later in this section for more information.

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE (''GWBL'')

For an additional charge, the Guaranteed withdrawal benefit for life (''GWBL'')
guarantees that you can take withdrawals up to a maximum amount per year (your
''Guaranteed annual withdrawal amount''). GWBL is only available at issue. This
benefit is not available at issue ages younger than 45. GWBL is not available
if you have elected the Guaranteed minimum income benefit, the Earnings
enhancement benefit or one of our Principal guarantee benefits, described later
in this Prospectus. You may elect one of our automated payment plans or you may
take partial withdrawals. All withdrawals reduce your account value and
Guaranteed minimum death benefit. See ''Accessing your money'' later in this
Prospectus. Your investment options will be limited to the guaranteed interest
option, the account for special dollar cost averaging (for Accumulator(R) and
Accumulator(R) EliteSM contracts) or the account for special money market
dollar cost averaging (for Accumulator(R) Plus/SM/ and Accumulator(R)
Select/SM/ contracts) and the permitted variable investment options. Our
general dollar cost averaging program is not available if you elect the GWBL,
but the investment simplifier program is available if you elect the GWBL. See
''What are your investment options under the contract?'' earlier in this
section.

You may buy this benefit on a single life (''Single life'') or a joint life
(''Joint life'') basis. Under a Joint life contract, lifetime withdrawals are
guaranteed for the life of both the owner and successor owner.

For Joint life contracts, a successor owner may be named at contract issue
only. The successor owner must be the owner's spouse. If you and the successor
owner are no longer married, you may either: (i) drop the original successor
owner or (ii) replace the original successor owner with your new spouse. This
can only be done before the first withdrawal is made from the contract. After
the first withdrawal, the successor owner can be dropped but cannot be
replaced. If the successor owner is dropped after withdrawals begin, the charge
will continue based on a Joint life basis. For NQ contracts, you have the
option to designate the successor owner as a joint owner.

For Joint life contracts owned by a non-natural owner, a joint annuitant may be
named at contract issue only. The annuitant and joint annuitant must be
spouses. If the annuitant and joint annuitant are no longer married, you may
either: (i) drop the joint annuitant or (ii) replace the original joint
annuitant with the annuitant's new spouse. This can only be done before the
first withdrawal. After the first withdrawal, the joint annuitant may be
dropped but cannot be replaced. If the joint annuitant is dropped after
withdrawals begin, the charge continues based on a Joint life basis.

Joint life QP and TSA contracts are not permitted in connection with the
benefit. This benefit is not available under an Inherited IRA contract. If you
are using your Accumulator(R) or Accumulator(R) Elite/SM/ contract to fund a
charitable remainder trust, you will have to take certain distribution amounts.
You should consider split-funding so that those distributions do not adversely
impact your guaranteed withdrawal benefit for life. See ''Owner and annuitant
requirements'' earlier in this section.

The charge for the GWBL benefit will be deducted from your account value on
each contract date anniversary. Please see ''Guaranteed withdrawal benefit for
life benefit charge'' in ''Charges and expenses'' later in this Prospectus for
a description of the charge.

You should not purchase this benefit if:

.. You plan to take withdrawals in excess of your Guaranteed annual withdrawal
amount because those withdrawals may significantly reduce or eliminate the
value of the benefit (see ''Effect of Excess withdrawals'' below in this
section);

.. You are not interested in taking withdrawals prior to the contract's
maturity date;

.. You are using the contract to fund a Rollover TSA or QP contract where
withdrawal restrictions will apply; or

.. You plan to use it for withdrawals prior to age 59 1/2, as the taxable
amount of the withdrawal will be includible in income and subject to an
additional 10% federal income tax penalty, as discussed later in this
Prospectus.

For traditional IRAs, TSA and QP contracts, you may take your lifetime required
minimum distributions (''RMDs'') without losing the value of the GWBL benefit,
provided you comply with the conditions described under ''Lifetime required
minimum distribution withdrawals'' in ''Accessing your money'' later in this
Prospectus, including utilizing our Automatic RMD service. If you do not expect
to comply with these conditions, this benefit may have limited usefulness for
you and you should consider whether it is appropriate. Please consult your tax
adviser.

GWBL BENEFIT BASE

At issue, your GWBL benefit base is equal to your initial contribution and will
increase or decrease, as follows:

.. Your GWBL benefit base increases by any subsequent contributions.

.. Your GWBL benefit base may be increased on each contract date anniversary,
as described below under ''Annual Ratchet'' and ''7% deferral bonus.''

.. Your GWBL benefit base may be increased by the 200% Initial GWBL benefit
base guarantee, as described later in this section.

.. Your GWBL benefit base is not reduced by withdrawals except those
withdrawals that cause total withdrawals in a contract year to exceed your
Guaranteed annual withdrawal amount (''Excess withdrawal''). See ''Effect
of Excess withdrawals'' below in this section.

GUARANTEED ANNUAL WITHDRAWAL AMOUNT

Your initial Guaranteed annual withdrawal amount is equal to a percentage of
the GWBL benefit base. The initial applicable percentage (''Applicable
percentage'') is based on the owner's age at the time of the first withdrawal.
For Joint life contracts, the initial Applicable percentage is based on the age
of the younger owner or successor owner at the time of the first withdrawal. If
your GWBL benefit base ratchets, as described below in this section under
''Annual ratchet,'' on any contract date anniversary after you begin taking
withdrawals, your Applicable percentage may increase based on your attained age
at the time of the ratchet. The Applicable percentages are as follows:

---------------------------------------------------------------------------------
AGE APPLICABLE PERCENTAGE
---------------------------------------------------------------------------------

45-59 4.0%
---------------------------------------------------------------------------------
60-75 5.0%
---------------------------------------------------------------------------------
76-85 6.0%
---------------------------------------------------------------------------------
86 and older 7.0%
---------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

We will recalculate the Guaranteed annual withdrawal amount on each contract
date anniversary and as of the date of any subsequent contribution or Excess
withdrawal, as described below under ''Effect of Excess withdrawals'' and
''Subsequent contributions.'' The withdrawal amount is guaranteed never to
decrease as long as there are no Excess withdrawals.

Your Guaranteed annual withdrawals are not cumulative. If you withdraw less
than the Guaranteed annual withdrawal amount in any contract year, you may not
add the remainder to your Guaranteed annual withdrawal amount in any subsequent
year.

The withdrawal charge, if applicable under your Accumulator(R) Series contract,
is waived for withdrawals up to the Guaranteed annual withdrawal amount, but
all withdrawals are counted toward your free withdrawal amount. See
''Withdrawal charge'' in ''Charges and expenses'' later in this Prospectus.

EFFECT OF EXCESS WITHDRAWALS

An Excess withdrawal is caused when you withdraw more than your Guaranteed
annual withdrawal amount in any contract year. Once a withdrawal causes
cumulative withdrawals in a contract year to exceed your Guaranteed annual
withdrawal amount, the entire amount of that withdrawal and each subsequent
withdrawal in that contract year are considered Excess withdrawals.

An Excess withdrawal can cause a significant reduction in both your GWBL
benefit base and your Guaranteed annual withdrawal amount. If you make an
Excess withdrawal, we will recalculate your GWBL benefit base and the
Guaranteed annual withdrawal amount, as follows:

.. The GWBL benefit base is reset as of the date of the Excess withdrawal to
equal the LESSER of: (i) the GWBL benefit base immediately prior to the
Excess withdrawal and (ii) the account value immediately following the
Excess withdrawal.

.. The Guaranteed annual withdrawal amount is recalculated to equal the
Applicable percentage multiplied by the reset GWBL benefit base.

You should not purchase the contract if you plan to take withdrawals in excess
of your Guaranteed annual withdrawal amount as such withdrawals may
significantly reduce or eliminate the value of the GWBL benefit. If your
account value is less than your GWBL benefit base (due, for example, to
negative market performance), an Excess withdrawal, even one that is only
slightly more than your Guaranteed annual withdrawal amount, can significantly
reduce your GWBL benefit base and the Guaranteed annual withdrawal amount.

For example, assume your GWBL benefit base is $100,000 and your account value
is $80,000 when you decide to begin taking withdrawals at age 65. Your
Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You
take an initial withdrawal of $8,000. Since your GWBL benefit base is
immediately reset to equal the lesser of your GWBL benefit base prior to the
Excess withdrawal ($100,000) and your account value immediately following the
Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now
$72,000. In addition, your Guaranteed annual withdrawal amount is reduced to
$3,600 (5.0% of $72,000), instead of the original $5,000. See ''How withdrawals
affect your GWBL and GWBL Guaranteed minimum death benefit'' in ''Accessing
your money'' later in this Prospectus.

Withdrawal charges, if applicable under your Accumulator(R) Series contract,
are applied to the amount of the withdrawal that exceeds the greater of (i) the
Guaranteed annual withdrawal amount or (ii) the 10% free withdrawal amount. A
withdrawal charge would not be applied in the example above since the $8,000
withdrawal (equal to 10% of the contract's account value as of the beginning of
the contract year) falls within the 10% free withdrawal amount. Under the
example above, additional withdrawals during the same contract year could
result in a further reduction of the GWBL benefit base and the Guaranteed
annual withdrawal amount, as well as an application of withdrawal charges, if
applicable. See ''Withdrawal charge'' in ''Charges and expenses'' later in this
Prospectus.

You should note that an Excess withdrawal that reduces your account value to
zero terminates the contract, including all benefits, without value. See
''Insufficient account value'' in ''Determining your contract's value'' later
in this Prospectus.

In general, if you purchase the contract as a traditional IRA, QP or TSA and
participate in our Automatic RMD service, an automatic withdrawal under that
program will not cause an Excess withdrawal, even if it exceeds your Guaranteed
annual withdrawal amount. For more information, see ''Lifetime required minimum
distribution withdrawals'' in ''Accessing your money'' later in this
Prospectus. Loans are not available under Rollover TSA contracts if GWBL is
elected.

ANNUAL RATCHET

Your GWBL benefit base is recalculated on each contract date anniversary to
equal the greater of: (i) the account value and (ii) the most recent GWBL
benefit base. If your account value is greater, we will ratchet up your GWBL
benefit base to equal your account value. If your GWBL benefit base ratchets on
any contract date anniversary after you begin taking withdrawals, your
Applicable percentage may increase based on your attained age at the time of
the ratchet. Your Guaranteed annual withdrawal amount will also be increased,
if applicable, to equal your Applicable percentage times your new GWBL benefit
base.

If your GWBL benefit base ratchets, we will increase the charge for the benefit
to the maximum charge permitted under the contract. Once we increase the
charge, it is increased for the life of the contract. We will permit you to opt
out of the ratchet if the charge increases. If you choose to opt out, your
charge will stay the same but your GWBL benefit base will no longer ratchet.
Upon request, we will permit you to accept a GWBL benefit base ratchet with the
charge increase on a subsequent contract date anniversary. For a description of
the charge increase, see ''Guaranteed withdrawal benefit for life benefit
charge'' in ''Charges and expenses'' later in this Prospectus.

7% DEFERRAL BONUS

At no additional charge, in each contract year in which you have not taken a
withdrawal, we will increase your GWBL benefit base by an amount equal to 7% of
your total contributions. This 7% deferral bonus is applicable for the life of
the contract, subject to certain restrictions.

We will apply the 7% deferral bonus to your GWBL benefit base on each contract
date anniversary until you make a withdrawal from your contract. In a contract
year following an Annual Ratchet (described above), the deferral bonus will be
applied to your GWBL benefit base on each contract date anniversary until you
make a withdrawal. However, no deferral bonus is applied on a contract date
anniversary on which an Annual Ratchet occurs.

CONTRACT FEATURES AND BENEFITS

Once you make a withdrawal, we will not apply the deferral bonus in future
years unless you meet one of the exceptions that would allow you to continue to
receive the deferral bonus. Those exceptions are described as follows:

.. You are eligible to receive the 7% deferral bonus for any of your first ten
contract years that you have not taken a withdrawal, even if you had taken
a withdrawal in a prior year. For example, if you take your first
withdrawal in the second contract year, you are still eligible to receive
the deferral bonus in contract years three through ten. The deferral bonus
is not applied in the contract year in which a withdrawal was made.

.. You are eligible to receive the 7% deferral bonus to your GWBL Benefit Base
on a contract date anniversary during the ten years following an Annual
Ratchet, as long as no withdrawal is made in the same contract year. If a
withdrawal is made during this ten-year period, no deferral bonus is
applied in the contract year in which the withdrawal was made.

If the Annual Ratchet occurs on any contract date anniversary, for the next and
subsequent contract years, the deferral bonus will be 7% of the most recent
ratcheted GWBL benefit base, plus any subsequent contributions. If the GWBL
benefit base is reduced due to an Excess withdrawal, the 7% deferral bonus will
be calculated using the reset GWBL benefit base, plus any applicable
contributions. The 7% deferral bonus generally excludes contributions made in
the prior 12 months. In the first contract year, the deferral bonus is
determined using all contributions received in the first 90 days of the
contract year.

On any contract date anniversary on which you are eligible for a 7% deferral
bonus, we will calculate the applicable bonus amount. If, when added to the
current GWBL benefit base, the amount is greater than your account value, that
amount will become your new GWBL benefit base but, as this adjustment is the
result of the 7% deferral bonus rather than the Annual Ratchet, a new ten-year
period, as described above, is not started by this adjustment to the GWBL
benefit base. If that amount is less than or equal to your account value, your
GWBL benefit base will be ratcheted to equal your account value, and the 7%
deferral bonus will not apply. If you opt out of the Annual Ratchet (as
discussed immediately above), the 7% deferral bonus will still apply.

MATURITY DATE. The last deferral bonus will be applicable on the contract's
maturity date. (See ''Annuity maturity date'' under ''Accessing your money''
later in this Prospectus.)

200% INITIAL GWBL BENEFIT BASE GUARANTEE

If you have not taken a withdrawal from the contract before the later of
(i) the tenth contract date anniversary, or (ii) the contract date anniversary
following the owner's (or younger joint life's) attained age 70, the GWBL
Benefit base will be increased to equal 200% of contributions made to the
contract during the first 90 days, PLUS 100% of any subsequent contributions
received after the first 90 days. There will be no increase if your GWBL
benefit base already exceeds this initial GWBL Benefit base guarantee. This is
the only time that this special increase to the GWBL Benefit base is available.
However, you will continue to be eligible for the 7% deferral bonuses following
this onetime increase.

SUBSEQUENT CONTRIBUTIONS

Subsequent contributions are not permitted after the later of: (i) the end of
the first contract year and (ii) the date the first withdrawal is taken.

Anytime you make an additional contribution, your GWBL benefit base will be
increased by the amount of the contribution. Your Guaranteed annual withdrawal
amount will be equal to the Applicable percentage of the increased GWBL benefit
base.

GWBL GUARANTEED MINIMUM DEATH BENEFIT

There are two guaranteed minimum death benefits available if you elect the GWBL
option: (i) the GWBL Standard death benefit, which is available at no
additional charge for owner issue ages 45-85 (issue ages 45-80 for
Accumulator(R) Plus/SM/ contracts), and (ii) the GWBL Enhanced death benefit,
which is available for an additional charge for owner issue ages 45-75. Please
see Appendix VII later in this Prospectus to see if these guaranteed death
benefits are available in your state.

The GWBL Standard death benefit is equal to the GWBL Standard death benefit
base. The GWBL Standard death benefit base is equal to your initial
contribution and any additional contributions less a deduction that reflects
any withdrawals you make (see ''How withdrawals affect your GWBL and GWBL
Guaranteed minimum death benefit'' in ''Accessing your money'' later in this
Prospectus).

The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit
base.

Your initial GWBL Enhanced death benefit base is equal to your initial
contribution and will increase or decrease, as follows:

.. Your GWBL Enhanced death benefit base increases by any subsequent
contribution;

.. Your GWBL Enhanced death benefit base increases to equal your account value
if your GWBL benefit base is ratcheted, as described above in this section;

.. Your GWBL Enhanced death benefit base increases by any 7% deferral bonus,
as described above in this section;

.. Your GWBL Enhanced death benefit base increases by the onetime 200% Initial
GWBL Benefit base guarantee, if applicable; and

.. Your GWBL Enhanced death benefit base decreases by an amount which reflects
any withdrawals you make.

See ''How withdrawals affect your GWBL and GWBL Guaranteed minimum death
benefit'' in ''Accessing your money'' later in this Prospectus.

The death benefit is equal to your account value (without adjustment for any
otherwise applicable market value adjustment but adjusted for any pro rata
optional benefit charges) as of the date we receive satisfactory proof of
death, any required instructions for method of payment, information and forms
necessary to effect payment or the applicable GWBL Guaranteed minimum death
benefit on the date of the owner's death (adjusted for any subsequent
withdrawals and associated withdrawal charges, if applicable), whichever
provides a higher amount. For more information, see ''Withdrawal charge'' in
''Charges and expenses'' later in this Prospectus.

CONTRACT FEATURES AND BENEFITS

EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO

If your account value falls to zero due to an Excess withdrawal, we will
terminate your contract and you will receive no further payments or benefits.
If an Excess withdrawal results in a withdrawal that equals more than 90% of
your cash value or reduces your cash value to less than $500, we will treat
your request as a surrender of your contract even if your GWBL benefit base is
greater than zero.

However, if your account value falls to zero, either due to a withdrawal or
surrender that is not an Excess withdrawal or due to a deduction of charges,
please note the following:

.. Your Accumulator(R) Series contract terminates and you will receive a
supplementary life annuity contract setting forth your continuing benefits.
The owner of the Accumulator(R) Series contract will be the owner and
annuitant. The successor owner, if applicable, will be the joint annuitant.
If the owner is non-natural, the annuitant and joint annuitant, if
applicable, will be the same as under your Accumulator(R) Series contract.

.. No subsequent contributions will be permitted.

.. If you were taking withdrawals through the ''Maximum payment plan,'' we
will continue the scheduled withdrawal payments on the same basis.

.. If you were taking withdrawals through the ''Customized payment plan'' or
in unscheduled partial withdrawals, we will pay the balance of the
Guaranteed annual withdrawal amount for that contract year in a lump sum.
Payment of the Guaranteed annual withdrawal amount will begin on the next
contract date anniversary.

.. Payments will continue at the same frequency for Single or Joint life
contracts, as applicable, or annually if automatic payments were not being
made.

.. Any guaranteed minimum death benefit remaining under the original contract
will be carried over to the supplementary life annuity contract. The death
benefit will no longer grow and will be reduced on a dollar-for-dollar
basis as payments are made. If there is any remaining death benefit upon
the death of the owner and successor owner, if applicable, we will pay it
to the beneficiary.

.. The charge for the Guaranteed withdrawal benefit for life and the GWBL
Enhanced death benefit will no longer apply.

.. If at the time of your death the Guaranteed annual withdrawal amount was
being paid to you as a supplementary life annuity contract, your
beneficiary may not elect the Beneficiary continuation option.

OTHER IMPORTANT CONSIDERATIONS

.. This benefit is not appropriate if you do not intend to take withdrawals
prior to annuitization.

.. Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may
be subject to a withdrawal charge, if applicable under your Accumulator(R)
Series contract, as described in ''Charges and expenses'' later in the
Prospectus. In addition, all withdrawals count toward your free withdrawal
amount for that contract year. Excess withdrawals can significantly reduce
or completely eliminate the value of the GWBL and GWBL Enhanced death
benefit. See ''Effect of Excess withdrawals'' above in this section and
''How withdrawals affect your GWBL and GWBL Guaranteed minimum death
benefit'' in ''Accessing your money'' later in this Prospectus.

.. Withdrawals are not considered as annuity payments for tax purposes, and
may be subject to an additional 10% Federal income tax penalty if they are
taken before age 59 1/2. See ''Tax information'' later in this Prospectus.

.. All withdrawals reduce your account value and Guaranteed minimum death
benefit. See ''How withdrawals are taken from your account value'' and
''How withdrawals affect your Guaranteed minimum death benefit'' in
''Accessing your money'' later in this Prospectus.

.. If you withdraw less than the Guaranteed annual withdrawal amount in any
contract year, you may not add the remainder to your Guaranteed annual
withdrawal amount in any subsequent year.

.. The GWBL benefit terminates if the contract is continued under the
beneficiary continuation option or under the Spousal continuation feature
if the spouse is not the successor owner.

.. If you surrender your contract to receive its cash value and your cash
value is greater than your Guaranteed annual withdrawal amount, all
benefits under the contract will terminate, including the GWBL benefit.

.. If you transfer ownership of the contract, you terminate the GWBL benefit.
See ''Transfers of ownership, collateral assignments, loans and borrowing''
in ''More information'' later in this Prospectus for more information.

.. Withdrawals are available under other annuity contracts we offer and the
contract without purchasing a withdrawal benefit.

.. For IRA, QP and TSA contracts, if you have to take a required minimum
distribution (''RMD'') and it is your first withdrawal under the contract,
the RMD will be considered your ''first withdrawal'' for the purposes of
establishing your GWBL Applicable percentage.

.. If you elect GWBL on a Joint life basis and subsequently get divorced, your
divorce will not automatically terminate the contract. For both Joint life
and Single life contracts, it is possible that the terms of your divorce
decree could significantly reduce or completely eliminate the value of this
benefit. Any withdrawal made for the purpose of creating another contract
for your ex-spouse will reduce the benefit base(s) as described in ''How
withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit''
later in this Prospectus, even if pursuant to a divorce decree.

.. The Federal Defense of Marriage Act precludes same-sex married couples,
domestic partners, and civil union partners from being considered married
under federal law. Such individuals, therefore, are not entitled to the
favorable tax treatment accorded spouses under federal tax law. As a
result, mandatory distributions from the contract must be made after the
death of the first individual. Accordingly, the GWBL will have little or no
value to the surviving

CONTRACT FEATURES AND BENEFITS

same-gender spouse or partner. You should consult with your tax adviser for
more information on this subject.

PRINCIPAL GUARANTEE BENEFITS

We offer two 10-year Principal guarantee benefits at an additional charge: the
100% Principal guarantee benefit and the 125% Principal guarantee benefit. You
may only elect one Principal guarantee benefit (''PGB'').

100% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 100%
Principal guarantee benefit is equal to your initial contribution and
additional permitted contributions, adjusted for withdrawals. For
Accumulator(R) Plus/SM/ contracts, the guaranteed amount does not include any
credits allocated to your contract.

Under the 100% Principal guarantee benefit, your investment options are limited
to the guaranteed interest option, the account for special dollar cost
averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the
account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts) and the permitted variable
investment options. See ''What are your investment options under the
contract?'' earlier in this section.

125% PRINCIPAL GUARANTEE BENEFIT. The guaranteed amount under the 125%
Principal guarantee benefit is equal to 125% of your initial contribution and
additional permitted contributions, adjusted for withdrawals. For
Accumulator(R) Plus/SM/ contracts, the guaranteed amount does not include any
credits allocated to your contract.

Under the 125% Principal guarantee benefit, your investment options are limited
to the guaranteed interest option, the account for special dollar cost
averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the
account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts) and the AXA Moderate
Allocation Portfolio.

Under both Principal guarantee benefits, if, on the 10th contract date
anniversary (or later if you've exercised a reset as explained below)
(''benefit maturity date''), your account value is less than the guaranteed
amount, we will increase your account value to equal the applicable guaranteed
amount. Any such additional amounts added to your account value will be
allocated pursuant to the allocation instructions for additional contributions
we have on file. After the benefit maturity date, the guarantee will terminate.

You have the option to reset (within 30 days following each applicable contract
date anniversary) the guaranteed amount to the account value or 125% of the
account value, as applicable, as of your fifth and later contract date
anniversaries. If you exercise this option, you are eligible for another reset
on each fifth and later contract date anniversary after the last reset up to
the contract date anniversary following an owner's 85th birthday (an owner's
80th birthday under Accumulator(R) Plus/SM/ contracts). If you elect to reset
the guaranteed amount, your benefit maturity date will be extended to be the
10th contract date anniversary after the anniversary on which you reset the
guaranteed amount. This extension applies each time you reset the guaranteed
amount.

Neither PGB is available under Inherited IRA, Flexible Premium IRA and Flexible
Premium Roth IRA contracts. If you elect either PGB, you may not elect the
Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life,
the systematic withdrawals option or the substantially equal withdrawals
option. If you purchase a PGB, you may not make additional contributions to
your contract after six months from the contract issue date.

If you are using your Accumulator(R) or Accumulator(R) Elite/SM/ contract to
fund a charitable remainder trust, you will have to take certain distribution
amounts. You should consider split-funding so that those distributions do not
adversely impact your Principal guarantee benefit. See ''Owner and annuitant
requirements'' earlier in this section.

If you are planning to take required minimum distributions from the contract,
this benefit may not be appropriate. See ''Tax information'' later in this
Prospectus. If you elect a PGB and change ownership of the contract, your PGB
will automatically terminate, except under certain circumstances. See
''Transfers of ownership, collateral assignments, loans and borrowing'' in
''More information'' later in this Prospectus for more information.

Once you purchase a PGB, you may not voluntarily terminate this benefit. Your
PGB will terminate if the contract terminates before the benefit maturity date,
as defined below. If you die before the benefit maturity date and the contract
continues, we will continue the PGB only if the contract can continue through
the benefit maturity date. If the contract cannot so continue, we will
terminate your PGB and the charge. See ''Non-spousal joint owner contract
continuation'' in ''Payment of death benefit'' later in this Prospectus. The
PGB will terminate upon the exercise of the beneficiary continuation option.
See ''Payment of death benefit'' later in this Prospectus for more information
about the continuation of the contract after the death of the owner and/or the
annuitant.

There is a charge for the Principal guarantee benefits (see ''Charges and
expenses'' later in this Prospectus). You should note that the purchase of a
PGB is not appropriate if you want to make additional contributions to your
contract beyond the first six months after your contract is issued.

The purchase of a PGB is also not appropriate if you plan on terminating your
contract before the benefit maturity date. The purchase of a PGB may not be
appropriate if you plan on taking withdrawals from your contract before the
benefit maturity date. Withdrawals from your contract before the benefit
maturity date reduce the guaranteed amount under a PGB on a pro rata basis. You
should also note that if you intend to allocate a large percentage of your
contributions to the guaranteed interest option, the purchase of a PGB may not
be appropriate because of the guarantees already provided by this option at no
additional charge. Please note that loans (applicable to TSA contracts only)
are not permitted under either PGB.

GUARANTEED BENEFIT OFFERS

From time to time, we may offer you some form of payment or incentive in return
for terminating or modifying certain guaranteed benefits. Previously, we made
an offer to a group of contract owners that provided for an increase in account
value in return for terminating their guaranteed death benefits. In the future,
we may make additional offers to these and other groups of contract owners.

When we make an offer, we may vary the offer amount, up or down, among the same
group of contract owners based on certain criteria such as account value , the
difference between account value and any

CONTRACT FEATURES AND BENEFITS

applicable benefit base, investment allocations and the amount and type of
withdrawals taken. For example, for guaranteed benefits that have benefit bases
that can be reduced on either a pro rata or dollar-for-dollar basis, depending
on the amount of withdrawals taken, we may consider whether you have taken any
withdrawal that has caused a pro rata reduction in your benefit base, as
opposed to a dollar-for-dollar reduction. Also, we may increase or decrease
offer amounts from offer to offer. In other words, we may make an offer to a
group of contract owners based on an offer amount, and, in the future, make
another offer based on a higher or lower offer amount to the remaining contract
owners in the same group.

If you accept an offer that requires you to terminate a guaranteed benefit, we
will no longer charge you for it, and you will not be eligible for any future
offers related to that type of guaranteed benefit, even if such future offer
would have included a greater offer amount or different payment or incentive.

INHERITED IRA BENEFICIARY CONTINUATION CONTRACT

(FOR ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ AND ACCUMULATOR(R) SELECT/SM/
CONTRACTS ONLY)

The contract is available to an individual beneficiary of a traditional IRA or
a Roth IRA where the deceased owner held the individual retirement account or
annuity (or Roth individual retirement account or annuity) with an insurance
company or financial institution other than AXA Equitable. The purpose of the
inherited IRA beneficiary continuation contract is to permit the beneficiary to
change the funding vehicle that the deceased owner selected (''original IRA'')
while taking the required minimum distribution payments that must be made to
the beneficiary after the deceased owner's death. See the discussion of
required minimum distributions under ''Tax information.'' The contract is
intended only for beneficiaries who want to take payments at least annually
over their life expectancy. These payments generally must begin (or must have
begun) no later than December 31 of the calendar year following the year the
deceased owner died. The contract is not suitable for beneficiaries electing
the ''5-year rule.'' See ''Beneficiary continuation option for IRA and Roth IRA
contracts'' under ''Beneficiary continuation option'' in ''Payment of death
benefit'' later in this Prospectus. You should discuss with your tax adviser
your own personal situation. The contract may not be available in all states.
Please speak with your financial professional for further information.

The Inherited IRA is also available to non-spousal beneficiaries of deceased
plan participants in qualified plans, 403(b) plans and governmental employer
457(b) plans (''Applicable Plan(s)''). In this discussion, unless otherwise
indicated, references to ''deceased owner'' include ''deceased plan
participant''; references to ''original IRA'' include ''the deceased plan
participant's interest or benefit under the Applicable Plan'', and references
to ''individual beneficiary of a traditional IRA'' include ''individual
non-spousal beneficiary under an Applicable Plan.''

The inherited IRA beneficiary continuation contract can only be purchased by a
direct transfer of the beneficiary's interest under the deceased owner's
original IRA. In the case of a non-spousal beneficiary under a deceased plan
participant's Applicable Plan, the Inherited IRA can only be purchased by a
direct rollover of the death benefit under the Applicable Plan. The owner of
the inherited IRA beneficiary continuation contract is the individual who is
the beneficiary of the original IRA. Certain trusts with only individual
beneficiaries will be treated as individuals for this purpose. The contract
must also contain the name of the deceased owner. In this discussion, ''you''
refers to the owner of the inherited IRA beneficiary continuation contract.

The inherited IRA beneficiary continuation contract can be purchased whether or
not the deceased owner had begun taking required minimum distribution payments
during his or her life from the original IRA or whether you had already begun
taking required minimum distribution payments of your interest as a beneficiary
from the deceased owner's original IRA. You should discuss with your own tax
adviser when payments must begin or must be made.

Under the inherited IRA beneficiary continuation contract:

.. You must receive payments at least annually (but can elect to receive
payments monthly or quarterly). Payments are generally made over your life
expectancy determined in the calendar year after the deceased owner's death
and determined on a term certain basis.

.. You must receive payments from the contract even if you are receiving
payments from another IRA of the deceased owner in an amount that would
otherwise satisfy the amount required to be distributed from the contract.
However, for certain Inherited IRAs, if you maintain another IRA of the
same type (traditional or Roth) of the same deceased owner and you are also
taking distributions over your life from that inherited IRA, you may
qualify to take an amount from that other inherited IRA which would
otherwise satisfy the amount required to be distributed from the AXA
Equitable Inherited IRA contract. If you choose not to take a payment from
your Inherited IRA contract in any year, you must notify us in writing
before we make the payment from the Inherited IRA contract, and we will not
make any future payment unless you request in writing a reasonable time
before we make such payment. If you choose to take a required payment from
another inherited IRA, you are responsible for calculating the appropriate
amount and reporting it on your income tax return. Please feel free to
speak with your financial professional, or call our processing office, if
you have any questions.

.. The beneficiary of the original IRA will be the annuitant under the
inherited IRA beneficiary continuation contract. In the case where the
beneficiary is a ''see-through trust,'' the oldest beneficiary of the trust
will be the annuitant.

.. An inherited IRA beneficiary continuation contract is not available for
owners over age 70.

.. The initial contribution must be a direct transfer from the deceased
owner's original IRA and is subject to minimum contribution amounts. See
"Rules regarding contributions to your contract" in "Appendix X" for more
information.

.. Subsequent contributions of at least $1,000 are permitted but must be
direct transfers of your interest as a beneficiary from another IRA with a
financial institution other than AXA Equitable, where the deceased owner is
the same as under the original IRA contract. A non-spousal beneficiary
under an Applicable Plan cannot make subsequent contributions to an
Inherited IRA contract.

.. You may make transfers among the investment options.

CONTRACT FEATURES AND BENEFITS

.. You may choose at any time to withdraw all or a portion of the account
value. Any partial withdrawal must be at least $300. Withdrawal charges
will apply as described in ''Charges and expenses'' later in this
Prospectus. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM /contracts.

.. The Guaranteed minimum income benefit, Spousal continuation, special dollar
cost averaging program, special money market dollar cost averaging program,
automatic investment program, Principal guarantee benefits, the Guaranteed
withdrawal benefit for life and systematic withdrawals are not available
under the Inherited IRA beneficiary continuation contract.

.. If you die, we will pay to a beneficiary that you choose the greater of the
account value or the applicable death benefit.

.. Upon your death, your beneficiary has the option to continue taking
required minimum distributions based on your remaining life expectancy 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. If your beneficiary
elects to continue to take distributions, we will increase the account
value to equal the applicable death benefit if such death benefit is
greater than such account value as of the date we receive satisfactory
proof of death and any required instructions, information and forms.
Thereafter, withdrawal charges will no longer apply (if applicable under
your Accumulator(R) Series contract). If you had elected any enhanced death
benefits, they will no longer be in effect and charges for such benefits
will stop. The Guaranteed minimum death benefit will also no longer be in
effect.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

This is provided for informational purposes only. Since the contracts are no
longer available to new purchasers, this cancellation provision is no longer
applicable.

If for any reason you are not satisfied with your contract, you may return it
to us for a refund. To exercise this cancellation right you must mail the
contract, with a signed letter of instruction electing this right, to our
processing office within 10 days after you receive it. 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 VII to find out
what applies in your state.

Generally, your refund will equal your account value (less loan reserve account
under TSA contracts) under the contract on the day we receive notification of
your decision to cancel the contract and will reflect (i) any investment gain
or loss in the variable investment options (less the daily charges we deduct),
(ii) any guaranteed interest in the guaranteed interest option, (iii) any
positive or negative market value adjustments in the fixed maturity options,
and (iv) any interest in the account for special dollar cost averaging, through
the date we receive your contract. Some states, however, require that we refund
the full amount of your contribution (not reflecting (i), (ii), (iii) or
(iv) above). 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.
Please note that the account for special dollar cost averaging is available to
Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.

For Accumulator(R) Plus/SM/ contract owners, please note that you will forfeit
the credit by exercising this right of cancellation.

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

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

.. 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 Conversion
IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion
IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or
Flexible Premium IRA contract, whichever applies. 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 FEATURES AND BENEFITS

2. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your ''account value'' is the total of the values you have in: (i) the variable
investment options; (ii) the guaranteed interest option; (iii) market adjusted
amounts in the fixed maturity options; (iv) the account for special dollar cost
averaging (applies to Accumulator(R) and Accumulator(R) Elite/SM/ contracts
only); and (v) the loan reserve account (applies to Rollover TSA contracts
only).

Your 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: (i) the
total amount or a pro rata portion of the annual administrative charge, as well
as any optional benefit charges; (ii) any applicable withdrawal charges (not
applicable to Accumulator(R) Select/SM/ contracts); and (iii) the amount of any
outstanding loan plus accrued interest (applicable to Rollover TSA contracts
only). Please see ''Surrendering your contract to receive its cash value'' in
''Accessing your money'' later in this Prospectus.

YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS

Each variable investment option invests in shares of a corresponding Portfolio.
Your value in each variable investment option 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.

The unit value for each variable investment option depends on the investment
performance of that option, less daily charges for:

(i)mortality and expense risks;

(ii)administrative expenses; and

(iii)distribution charges.

On any day, your value in any variable investment option 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 does
not change unless they are:

(i)increased to reflect additional contributions (plus the credit for
Accumulator(R) Plus/SM /contracts);

(ii)decreased to reflect a withdrawal (plus withdrawal charges if applicable
under your Accumulator(R) Series contract);

(iii)increased to reflect a transfer into, or decreased to reflect a transfer
out of, a variable investment option; or

(iv)increased or decreased to reflect a transfer of your loan amount from or to
the loan reserve account under a Rollover TSA contract.

In addition, when we deduct the enhanced death benefit, Guaranteed minimum
income benefit, Principal guarantee benefits, Guaran
teed withdrawal benefit for life and/or Earnings enhancement benefit charges,
the number of units credited to your contract will be reduced. Your units are
also reduced when we deduct the annual administrative charge. A description of
how unit values are calculated is found in the SAI.

YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION

Your value in the guaranteed interest option at any time will equal: your
contributions and transfers to that option, plus interest, minus withdrawals
out of the option, and charges we deduct.

YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

Your value in each fixed maturity option at any time before the maturity date
is the market adjusted amount in each option, which reflects withdrawals out of
the option and charges we deduct. This is equivalent to your fixed maturity
amount increased or decreased by the market value adjustment. Your value,
therefore, may be higher or lower than your contributions (less withdrawals)
accumulated at the rate to maturity. At the maturity date, your value in the
fixed maturity option will equal its maturity value, provided there have been
no withdrawals or transfers.

YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

(FOR ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/ CONTRACTS ONLY)

Your value in the account for special dollar cost averaging at any time will
equal your contribution allocated to that option, plus interest, less the sum
of all amounts that have been transferred to the variable investment options
you have selected.

INSUFFICIENT ACCOUNT VALUE

Your contract will terminate without value if your account value is
insufficient to pay any applicable charges when due. Your account value could
become insufficient due to withdrawals and/or poor market performance. Upon
such termination, you will lose all your rights under your contract and any
applicable guaranteed benefits, except as discussed below.

See Appendix VII later in this Prospectus for any state variations with regard
to terminating your contract.

GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances,
even if your account value falls to zero, your Guaranteed minimum income
benefit will still have value. Please see ''Contract features and benefits''
earlier in this Prospectus for information on this feature.

PRINCIPAL GUARANTEE BENEFITS. If you take no withdrawals, and your account
value is insufficient to pay charges, we will not terminate your contract if
you are participating in a PGB. Your contract will remain in force and we will
pay your guaranteed amount at the benefit maturity date.

DETERMINING YOUR CONTRACT'S VALUE

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal
benefit for life and your account value falls to zero due to an Excess
withdrawal, we will terminate your contract and you will receive no payment or
supplementary life annuity contract, even if your GWBL benefit base is greater
than zero. If, however, your account value falls to zero, either due to a
withdrawal or surrender that is not an Excess withdrawal or due to a deduction
of charges, the benefit will still have value. See ''Contract features and
benefits'' earlier in this Prospectus.

DETERMINING YOUR CONTRACT'S VALUE

3. Transferring your money among investment options

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

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:

.. You may not transfer any amount to the account for special dollar cost
averaging (for Accumulator(R) and Accumulator(R) Elite/SM /contracts) or
the account for special money market dollar cost averaging (for
Accumulator(R) Plus/SM /and Accumulator(R) Select/SM /contracts).

.. You may not transfer to a fixed maturity option that has a rate to maturity
of 3%.

.. If an owner or annuitant is age 76-80, you must limit your transfers to
fixed maturity options with maturities of seven years or less. If an owner
or annuitant is age 81 or older, you must limit your transfers to fixed
maturity options of five years or less. Also, the maturity dates may be no
later than the date annuity payments are to begin.

.. If you make transfers out of a fixed maturity option other than at its
maturity date, the transfer may cause a market value adjustment.

.. For Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM /and Accumulator(R)
Select/SM /contract owners, a transfer into the guaranteed interest option
will not be permitted if such transfer would result in more than 25% of the
account value being allocated to the guaranteed interest option, based on
the account value as of the previous business day.

Some states may have additional transfer restrictions. Please see Appendix VII
later in this Prospectus.

In addition, we reserve the right to restrict transfers into and among variable
investment options, including limitations on the number, frequency, or dollar
amount of transfers. Our current transfer restrictions are set forth in the
''Disruptive transfer activity'' section below.

We may, at any time, change our transfer rules. We may also, at any time,
exercise our right to terminate transfers to any of the variable investment
options and to limit the number of variable investment options which you may
elect.

The maximum amount that may be transferred from the guaranteed interest option
to any investment option (including amounts transferred pursuant to the
fixed-dollar option and interest sweep option dollar cost averaging programs
described under ''Allocating your contributions'' in ''Contract features and
benefits'' earlier in this Prospectus) in any contract year is the greatest of:

(a)25% of the amount you have in the guaranteed interest option on the last day
of the prior contract year; or

(b)the total of all amounts transferred at your request from the guaranteed
interest option to any of the investment options in the prior contract year;
or

From time to time, we may remove the restrictions regarding transferring
amounts out of the guaranteed interest option. If we do so, we will tell you.
We will also tell you at least 45 days in advance of the day that we intend to
reimpose the transfer restrictions. When we reimpose the transfer restrictions,
if any dollar cost averaging transfer out of the guaranteed interest option
causes a violation of the 25% outbound restriction, that dollar cost averaging
program will be terminated for the current contract year. A new dollar cost
averaging program can be started in the next or subsequent contract years.

You may request a transfer in writing (using our specific form), by telephone
(using TOPS) or through Online Account Access. You must send in all written
transfer requests on the specific form we provide directly to our processing
office. 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.

OUR ADMINISTRATIVE PROCEDURES FOR CALCULATING YOUR ROLL-UP BENEFIT BASE
FOLLOWING A TRANSFER

As explained under ''6 1/2% (or 6%, if applicable) Roll-Up to age 85 the
Greater of 6% Roll-Up to age 85 enhanced death benefit or the Annual Ratchet to
age 85 enhanced death benefit, the Greater of 6 1/2 Roll-Up to age 85 enhanced
death benefit or the Annual Ratchet to age 85 enhanced death benefit AND for
the Guaranteed minimum income benefit)'' earlier in the Prospectus, the higher
Roll-Up rate (6.5% or 6%, or 4% in Washington) applies with respect to most
investment options and amounts in the account for special dollar cost averaging
(if available), but a lower Roll-Up rate (3%) applies with respect to the
EQ/Money Market option (except amounts allocated to the account for special
money market dollar cost averaging, if available), the fixed maturity options,
the guaranteed interest option and the loan reserve account under Rollover TSA
(the ''lower Roll-Up rate options''). The other investment options, to which
the higher rate applies, are referred to as the ''higher Roll-Up rate
options''. For more information about the roll-up rate applicable in
Washington, see Appendix VII.

Your Roll-up benefit base is comprised of two segments, representing that
portion of your benefit base, if any, that rolls up at 6% or 6 1/2% and the
other portion that is rolling up at 3%. If you transfer account value from a 6%
or 6 1/2% option to a 3% option, all or a portion of your benefit base will
transfer from the 6% or 6 1/2% benefit base segment to the 3% benefit base
segment. Similarly, if you transfer account value from a 3% option to a 6% or
6 1/2% option, all or a portion of your benefit base will transfer from the 3%
segment to the 6% or 6 1/2% segment. To determine how much to transfer from one
Roll-up benefit base segment to the other Roll-up benefit base segment, we use
a pro rata calculation.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

This means that we calculate the percentage of current account value in the
investment options with a 6% or 6 1/2% roll-up rate that is being transferred
to an investment option with a 3% roll-up (or vice versa) and transfer the same
percentage of the Roll-up benefit base from one segment to the other segment.
The effect of a transfer on your benefit base will vary depending on your
particular circumstances, but it is important to note that the dollar amount of
the transfer between your Roll-up benefit base segments is generally not the
same as the dollar amount of the account value transfer.

.. For example, if your account value is $30,000 and has always been invested
in 6% or 6 1/2% investment options, and your benefit base is $40,000 and is
all rolling up at 6% or 6 1/2% , and you transfer 50% of your account value
($15,000) to the EQ/Money Market variable investment option (a 3%
investment option), then we will transfer 50% of your benefit base
($20,000) from the 6% or 6 1/2% benefit base segment to the 3% benefit base
segment. Therefore, immediately after the transfer, of your $40,000 benefit
base, $20,000 will roll-up at 6% or 6 1/2% and $20,000 will roll-up at 3%.
In this example , the amount of your Roll-up benefit base rolling up at 3%
is more than the dollar amount of your transfer to a 3% investment option.

.. For an additional example, if your account value is $40,000 and has always
been invested in 3% investment options, and your benefit base is $30,000
and is all rolling up at 3%, and you transfer 50% of your account value
($20,000) to a 6% or 6 1/2% investment option, then we will transfer 50% of
your benefit base ($15,000) from the 3% benefit base segment to the 6% or
6 1/2% benefit base segment. Therefore, immediately after the transfer, of
your $30,000 benefit base, $15,000 will roll-up at 6% or 6 1/2% and $15,000
will roll-up at 3%. In this example, the dollar amount of your benefit base
rolling up at 6% or 6 1/2% is less than the dollar amount of your transfer
to a 6% or 6 1/2% investment option.

If you elected a guaranteed death benefit that is available with a 3% Roll-Up
benefit base only, your benefit base will not be impacted by transfers among
investment options.

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 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 AXA
Premier VIP Trust and EQ Advisors Trust (together, the ''trusts''). The trusts
have adopted policies and procedures regarding disruptive transfer activity.
They discourage frequent purchases and redemptions of portfolio shares and will
not make special arrangements to accommodate such transactions. They aggregate
inflows and outflows for each portfolio on a daily basis. On any day when a
portfolio's net inflows or outflows exceed an established monitoring threshold,
the trust obtains from us contract owner trading activity. The trusts currently
consider transfers into and out of (or vice versa) the same variable investment
option within a five business day period as potentially disruptive transfer
activity. Each trust reserves the right to reject a transfer that it believes,
in its sole discretion, is disruptive (or potentially disruptive) to the
management of one of its portfolios. Please see the prospectuses for the trusts
for more information.

As of the date of this Prospectus, we do not offer investment options with
underlying portfolios that are part of an outside trust (an ''unaffiliated
trust''). Should we offer such investment options in the future, each
unaffiliated trust may have its own policies and proce dures regarding
disruptive transfer activity, which would be disclosed in the unaffiliated
trust prospectus. If an unaffiliated trust advises us that there may be
disruptive activity from one of our contract owners, we will work with the
unaffiliated trust to review contract owner trading activity. Any such
unaffiliated trust would also have 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.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

When a contract is identified in connection with potentially disruptive
transfer activity 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 a
trust may change the definition of potentially disruptive transfer activity,
the monitoring procedures and thresholds, any notification procedures, and the
procedures to restrict this activity. Any new or revised policies and
procedures will apply to all contract owners uniformly. We do not permit
exceptions to our policies restricting disruptive transfer activity.

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

Contract owners should note that it is not always possible for us and the
underlying trusts to identify and prevent disruptive transfer activity. In
addition, because we do not monitor for all frequent trading at the separate
account level, 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 trusts will
successfully impose restrictions on all potentially 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.

REBALANCING YOUR ACCOUNT VALUE

We currently offer two rebalancing programs that you can use to automatically
reallocate your account value among your investment options. Option I allows
you to rebalance your account value among the variable investment options.
Option II allows you to rebalance among the variable investment options and the
guaranteed interest option. Under both options, rebalancing is not available
for amounts you have allocated to the fixed maturity options.

To enroll in one of our rebalancing programs, you must notify us in writing or
through Online Account Access and tell us:

(a)the percentage you want invested in each investment option (whole
percentages only), and

(b)how often you want the rebalancing to occur (quarterly, semiannually, or
annually on a contract year basis)

Rebalancing will occur on the same day of the month as the contract date. If a
contract is established after the 28th, rebalancing will occur on the first
business day of the month following the contract issue date. If you elect
quarterly rebalancing, the rebalancing in the last quarter of the contract year
will occur on the contract date anniversary.

You may elect or terminate the rebalancing program at any time. You may also
change your allocations under the program at any time. Once enrolled in the
rebalancing program, it will remain in effect until you instruct us in writing
to terminate the program. Requesting an investment option transfer while
enrolled in our rebalancing program will not automatically change your
allocation instructions for rebalancing your account value. This means that
upon the next scheduled rebalancing, we will transfer amounts among your
investment options pursuant to the allocation instructions previously on file
for your program. Changes to your allocation instructions for the rebalancing
program (or termination of your enrollment in the program) must be in writing
and sent to our Processing Office. Termination requests can also be made online
through Online Account Access. See ''How to reach us'' in ''Who is AXA
Equitable?'' earlier in this Prospectus. There is no charge for the rebalancing
feature.

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REBALANCING DOES NOT ASSURE A PROFIT OR PROTECT AGAINST LOSS. YOU SHOULD
PERIODICALLY REVIEW YOUR ALLOCATION PERCENTAGES AS YOUR NEEDS CHANGE. YOU MAY
WANT TO DISCUSS THE REBALANCING PROGRAM WITH YOUR FINANCIAL PROFESSIONAL BEFORE
ELECTING THE PROGRAM.
--------------------------------------------------------------------------------

While your rebalancing program is in effect, we will transfer amounts among the
investment options so that the percentage of your account value that you
specify is invested in each option at the end of each rebalancing date. At any
time, however, we may exercise our right to terminate transfers to any of the
variable investment options and to limit the number of variable investment
options which you may elect.

If you select Option II, you will be subject to our rules regarding transfers
from the guaranteed interest option to the variable investment options. These
rules are described in ''Transferring your account value'' earlier in this
section. Under Option II, a transfer into or out of the guaranteed interest
option to initiate the rebalancing program will not be permitted if such
transfer would violate these rules. If this occurs, the rebalancing program
will not go into effect.

You may not elect Option II if you are participating in any dollar cost
averaging program. You may not elect Option I if you are participating in
general dollar cost averaging or, in the case of Accumulator(R) Plus/SM/ and
Accumulator(R) Select/SM/ contract owners, special money market dollar cost
averaging.

If you elect a benefit that limits your variable investment options, those
limitations will also apply to the rebalancing programs.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

4. Accessing your money

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

WITHDRAWING YOUR ACCOUNT VALUE

You have several 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.

Please see ''Insufficient account value'' in ''Determining your contract's
value'' earlier in this Prospectus and ''How withdrawals affect your Guaranteed
minimum income benefit, Guaranteed minimum death benefit and Principal
guarantee benefits'' and ''How withdrawals affect your GWBL and GWBL Guaranteed
minimum death benefit'' below for more information on how withdrawals affect
your guaranteed benefits and could potentially cause your contract to terminate.

----------------------------------------------------------------
METHOD OF WITHDRAWAL
-------------------------------------------
AUTO-
MATIC PRE-AGE LIFETIME
PAYMENT 59 1/2 REQUIRED
PLANS SUB- MINIMUM
(GWBL SYSTE- STANTIALLY DISTRIBU-
CONTRACT/(1)/ ONLY) PARTIAL MATIC EQUAL TION
----------------------------------------------------------------

NQ Yes Yes Yes No No
----------------------------------------------------------------
Rollover IRA Yes Yes Yes Yes Yes
----------------------------------------------------------------
Flexible Premium IRA Yes Yes Yes Yes Yes
----------------------------------------------------------------
Roth Conversion IRA Yes Yes Yes Yes No
----------------------------------------------------------------
Flexible Premium Yes Yes Yes Yes No
Roth IRA
----------------------------------------------------------------
Inherited IRA No Yes No No /(2)/
----------------------------------------------------------------
QP/(3)/ Yes Yes No No No
----------------------------------------------------------------
Rollover TSA/(4)/ Yes Yes Yes No Yes
----------------------------------------------------------------

(1)Please note that not all contract types are available under the
Accumulator(R) Series of contracts.
(2)The contract pays out post-death required minimum distributions. See
''Inherited IRA beneficiary continuation contract'' in ''Contract features
and benefits'' earlier in this Prospectus.
(3)All payments are made to the plan trust as the owner of the contract. See
''Appendix II: Purchase considerations for QP contracts'' later in this
Prospectus.
(4)Employer or plan approval required for all transactions. Your ability to
take withdrawals or loans from, or surrender your TSA contract may be
limited. See Appendix IX -- ''Tax Sheltered Annuity contracts (TSAs)'' later
in this Prospectus.

--------------------------------------------------------------------------------
ALL REQUESTS FOR WITHDRAWALS MUST BE MADE ON A SPECIFIC FORM THAT WE PROVIDE.
PLEASE SEE ''HOW TO REACH US'' UNDER ''WHO IS AXA EQUITABLE?'' EARLIER IN THIS
PROSPECTUS FOR MORE INFORMATION.
--------------------------------------------------------------------------------

AUTOMATIC PAYMENT PLANS

(FOR CONTRACTS WITH GWBL ONLY)

You may take automatic withdrawals under either the Maximum payment plan or the
Customized payment plan, as described below. Under either plan, you may take
withdrawals on a monthly, quarterly or annual basis. You may change the payment
frequency of your withdrawals at any time, and the change will become effective
on the next contract date anniversary.

You may elect either the Maximum payment plan or the Customized payment plan at
any time. You must wait at least 28 days from contract issue before automatic
payments begin. We will make the withdrawals on any day of the month that you
select as long as it is not later than the 28th day of the month. However, you
must elect a date that is more than three calendar days prior to your contract
date anniversary.

MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of
the Guaranteed annual withdrawal amount in scheduled payments. The amount of
the withdrawal will increase on contract date anniversaries with any Annual
Ratchet, 7% deferral bonus or by the one-time 200% Initial GWBL Benefit base
guarantee.

If you elect the Maximum payment plan and start monthly or quarterly payments
after the beginning of a contract year, the payments you take that year will be
less than your Guaranteed annual withdrawal amount.

If you take a partial withdrawal while the Maximum payment plan is in effect,
we will terminate the plan. You may enroll in the plan again at any time, but
the scheduled payments will not resume until the next contract date anniversary.

CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the
withdrawal of a fixed amount NOT GREATER than the Guaranteed annual withdrawal
amount in scheduled payments. The amount of the withdrawal will not be
increased on contract date anniversaries with any Annual Ratchet, 7% deferral
bonus or by the one-time 200% Initial GWBL Benefit base guarantee. You must
elect to change the scheduled payment amount.

It is important to note that if you elect the Customized payment plan and start
monthly or quarterly withdrawals after the beginning of a contract year, you
could select scheduled payment amounts that would cause an Excess withdrawal.
If your selected scheduled payment would cause an Excess withdrawal, we will
notify you. As discussed earlier in the Prospectus, Excess withdrawals may
significantly reduce the value of the Guaranteed withdrawal benefit for life
benefit. See ''Effect of Excess withdrawals'' in ''Contract features and
benefits'' earlier in this Prospectus.

If you take a partial withdrawal while the Customized payment plan is in
effect, we will terminate the plan. You may enroll in the plan again at any
time, but the scheduled payments will not resume until the next contract date
anniversary.

DOLLAR-FOR-DOLLAR WITHDRAWAL SERVICE

ACCESSING YOUR MONEY

guaranteed benefit base, and will never terminate the no-lapse guarantee if
your contract had the no-lapse guarantee prior to utilizing this service and
provided that you do not take any withdrawals outside the service. Systematic
withdrawals set up using the Dollar-for-Dollar Withdrawal Service adjust
automatically to account for financial transactions that may otherwise have an
adverse impact on your guaranteed benefits, and, for certain types of
withdrawals, adjust automatically to increase the withdrawal amount.

You may use the Dollar-for-Dollar Withdrawal Service to elect a one-time lump
sum withdrawal or to enroll in systematic withdrawals at monthly, quarterly, or
annual intervals. If you take withdrawals using this service, you must choose
whether you want your withdrawal to be calculated to: (i) preserve the Roll-up
benefit base as of the last contract date anniversary (or the benefit base as
of the withdrawal transaction date); or (ii) take the full dollar-for-dollar
withdrawal amount available under the contract to avoid a pro-rata reduction of
the guaranteed benefit base.

.. ROLL-UP BENEFIT BASE PRESERVATION: You can request a withdrawal that will
preserve the Roll-up benefit base as of the last contract anniversary or
the withdrawal transaction date. In general, this amount will be less than
the Roll-up rate, times the last contract date anniversary benefit base
value due to compounded crediting of the Roll-up rate.

.. FULL DOLLAR-FOR-DOLLAR: You can request to withdraw the full
dollar-for-dollar withdrawal amount. Full dollar-for-dollar withdrawals
reduce the guaranteed benefit base and cause the value of the benefit base
on the next contract date anniversary to be lower than the prior contract
date anniversary, assuming no additional contributions or resets have
occurred. In general, taking full dollar-for-dollar withdrawals will cause
a reduction to the guaranteed benefit base over time and decrease the full
dollar-for-dollar withdrawal amount available in subsequent contract years.
The reduction in dollar-for-dollar amounts is due to amounts being
withdrawn prior to earning the full year's annual compounded Roll-up rate.
Although the benefit base will reduce over time, full dollar-for-dollar
withdrawals taken through the service always reduce the benefit base in the
amount of the withdrawal and never more than the withdrawal amount.

We will make the withdrawal on any day of the month that you select as long as
it is not later than the 28th day of the month. However, you must elect a date
that is more than three calendar days prior to your contract date anniversary.

There is no charge to use the Dollar-for-Dollar Withdrawal Service. Currently,
we do not charge for quotes from the Dollar-for-Dollar Withdrawal Service but
reserve the right to charge for such quotes upon advance notice to you. Please
speak with your financial professional or call us for additional information
about the Dollar-for-Dollar Withdrawal Service.

PARTIAL WITHDRAWALS
(ALL CONTRACTS)

You may take partial withdrawals from your account value at any time. (Rollover
TSA contracts may have restrictions and employer or plan approval is required.)
The minimum amount you may withdraw is $300.

For all contracts except Accumulator(R) Select/SM/, partial withdrawals will be
subject to a withdrawal charge if they exceed the 10% free withdrawal amount.
For more information, see ''10% free withdrawal amount'' in ''Charges and
expenses'' later in this Prospectus. Under Rollover TSA contracts, if a loan is
outstanding, you may only take partial withdrawals as long as the cash value
remaining after any withdrawal equals at least 10% of the outstanding loan plus
accrued interest.

Any request for a partial withdrawal that results in an Excess withdrawal will
terminate your participation in the Maximum payment plan or Customized payment
plan. Any partial withdrawal request will terminate the systematic withdrawal
option.

SYSTEMATIC WITHDRAWALS
(ALL CONTRACTS EXCEPT INHERITED IRA AND QP)

You may take systematic withdrawals of a particular dollar amount or a
particular percentage of your account value. (Rollover TSA contracts may have
restrictions and employer or plan approval is required.)

You may take systematic withdrawals on a monthly, quarterly or annual basis as
long as the withdrawals do not exceed the following percentages of your account
value: 0.8% monthly, 2.4% quarterly and 10.0% annually. The minimum amount you
may take in each systematic withdrawal is $250. If the amount withdrawn would
be less than $250 on the date a withdrawal is to be taken, we will not make a
payment and we will terminate your systematic withdrawal election.

If the withdrawal charges on your contract have expired, you may elect a
systematic withdrawal option in excess of percentages described in the
preceding paragraph, up to 100% of your account value. HOWEVER, IF YOU ELECT A
SYSTEMATIC WITHDRAWAL OPTION IN EXCESS OF THESE LIMITS, AND MAKE A SUBSEQUENT
CONTRIBUTION TO YOUR CONTRACT, THE SYSTEMATIC WITHDRAWAL OPTION WILL BE
TERMINATED. You may then elect a new systematic withdrawal option within the
limits described in the preceding paragraph. Please note that withdrawal
charges do not apply to Accumulator(R) Select/SM/ contracts.

If you elect our systematic withdrawal program, you may request to have your
withdrawals made on any day of the month, subject to the following restrictions:

.. You must select a date that is more than three calendar days prior to your
contract date anniversary; and

.. You cannot select the 29th, 30th or 31st.

If you do not select a date, we will make the withdrawals the same day of the
month as the day we receive your request to elect the program, subject to the
same restrictions listed above. You must wait at least 28 days after your
contract is issued before your systematic withdrawals can begin. You must elect
a date that is more than three calendar days prior to your contract date
anniversary.

You may elect to take systematic withdrawals at any time. If you own an IRA
contract, you may elect this withdrawal method only if you are between ages
59 1/2 and 70 1/2.

You may change the payment frequency, or the amount or percentage of your
systematic withdrawals, once each contract year. However, you may not change
the amount or percentage in any contract year in which you have already taken a
partial withdrawal. You can cancel the systematic withdrawal option at any time.

ACCESSING YOUR MONEY

Also, systematic withdrawals are not available if you have elected a Principal
guarantee benefit or the Guaranteed withdrawal benefit for life.

SUBSTANTIALLY EQUAL WITHDRAWALS
(ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM
ROTH IRA CONTRACTS)

We offer our ''substantially equal withdrawals option'' to allow you to receive
distributions from your account value without triggering the 10% additional
federal income tax penalty, which normally applies to distributions made before
age 59 1/2. Substantially equal withdrawals are also referred to as ''72(t)
exception withdrawals''. See ''Tax information'' later in this Prospectus. We
use one of the IRS-approved methods for doing this; this is not the exclusive
method of meeting this exception. After consultation with your tax adviser, you
may decide to use another method which would require you to compute amounts
yourself and request partial withdrawals. In such a case, a withdrawal charge
may apply (if applicable under your Accumulator(R) Series contract). Once you
begin to take substantially equal withdrawals, you should not (i) stop them;
(ii) change the pattern of your withdrawals for example, by taking an
additional partial withdrawal; or (iii) contribute any more to the contract
until after the later of age 59 1/2 or five full years after the first
withdrawal. If you alter the pattern of withdrawals, you may be liable for the
10% federal tax penalty that would have otherwise been due on prior withdrawals
made under this option and for any interest on the delayed payment of the
penalty.

In accordance with IRS guidance, an individual who has elected to receive
substantially equal withdrawals may make a one time change, without penalty,
from one of the IRS-approved methods of calculating fixed payments to another
IRS-approved method (similar to the required minimum distribution rules) of
calculating payments which vary each year.

You may elect to take substantially equal withdrawals at any time before age
59 1/2. We will make the withdrawal on any day of the month that you select as
long as it is not later than the 28th day of the month. However, you must elect
a date that is more than three calendar days prior to your contract date
anniversary. We will calculate the amount of your substantially equal
withdrawals using the IRS-approved method we offer. The payments will be made
monthly, quarterly or annually as you select. These payments will continue
until (i) we receive written notice from you to cancel this option; (ii) you
take an additional partial withdrawal; or (iii) you contribute any more to the
contract. You may elect to start receiving substantially equal withdrawals
again, but the payments may not restart in the same calendar year in which you
took a partial withdrawal or added amounts to the contract. We will calculate
the new withdrawal amount.

For all contracts except Accumulator(R) Select/SM/, substantially equal
withdrawals that we calculate for you are not subject to a withdrawal charge,
except to the extent that, when added to a partial withdrawal previously taken
in the same contract year, the substantially equal withdrawal exceeds the free
withdrawal amount (see ''10% free withdrawal amount'' in ''Charges and
expenses'' later in this Prospectus).

Also, the substantially equal withdrawal program is not available if you have
elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for
life.

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS
(ROLLOVER IRA, FLEXIBLE PREMIUM IRA AND ROLLOVER TSA CONTRACTS ONLY -- SEE
''TAX INFORMATION'' AND APPENDIX IX 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 yourself and request partial withdrawals. In such a case, a
withdrawal charge may apply (if applicable under your Accumulator(R) Series
contract). Before electing this account based withdrawal option, you should
consider whether annuitization might be better in your situation. If you have
elected certain additional benefits, such as the Guaranteed minimum death
benefit or Guaranteed minimum income benefit, amounts withdrawn from the
contract to meet RMDs will reduce the benefit base and may limit the utility of
the benefit. Also, the actuarial present value of additional contract benefits
must be added to the account value in calculating required minimum distribution
withdrawals from annuity contracts funding TSAs and IRAs, which could increase
the amount required to be withdrawn. Please refer to ''Tax information'' and
Appendix IX later in this Prospectus.

This service is not available under QP contracts.

You may elect this service in the year in which you reach age 70 1/2 or in any
later year. The minimum amount we will pay out is $250. Currently, minimum
distribution withdrawal payments will be made annually. See "Required minimum
distributions" in "Tax information" and Appendix IX later in this Prospectus
for your specific type of retirement arrangement.

--------------------------------------------------------------------------------
FOR ROLLOVER IRA, FLEXIBLE PREMIUM IRA, AND ROLLOVER TSA CONTRACTS, WE WILL
SEND A FORM OUTLINING THE DISTRIBUTION OPTIONS AVAILABLE IN THE YEAR YOU 1/ NOT
BEFORE THAT REACH AGE 70 1/2 (IF YOU HAVE BEGUN YOUR ANNUITY BEFORE THAT
PAYMENTS TIME).
--------------------------------------------------------------------------------

We do not impose a withdrawal charge on minimum distribution withdrawals taken
through our automatic RMD service except if, when added to a partial withdrawal
previously taken in the same contract year, the minimum distribution withdrawal
exceeds the 10% free withdrawal amount. Please note that withdrawal charges do
not apply to Accumulator(R) Select/SM/ contracts.

Under Rollover TSA contracts, you may not elect our automatic RMD service if a
loan is outstanding.

FOR CONTRACTS WITH GWBL. Generally, if you elect our automatic RMD service, any
lifetime required minimum distribution payment we make to you under our
automatic RMD service will not be treated as an Excess withdrawal.

If you elect either the Maximum payment plan or the Customized payment plan AND
our automatic RMD service, we will make an extra payment, if necessary, on
December 1st that will equal your lifetime required minimum distribution less
all payments made through November 30th and any scheduled December payment. The
combined automatic plan payments and lifetime required minimum distribution
payment will not be treated as Excess withdrawals, if applicable. However, if
you take any partial withdrawals in addition to your lifetime required minimum
distribution and automatic payment plan payments, your applicable automatic
payment plan will be terminated. Also, the partial withdrawal may cause an
Excess withdrawal and may be subject to a withdrawal charge (if applicable
under your Accumulator(R) Series contract). You may enroll in the plan again at

ACCESSING YOUR MONEY

any time, but the scheduled payments will not resume until the next contract
date anniversary. Further, your GWBL benefit base and Guaranteed annual
withdrawal amount may be reduced. See ''Effect of Excess withdrawals'' in
''Contract features and benefits'' earlier in this Prospectus.

If you elect our automatic RMD service and elect to take your Guaranteed annual
withdrawal amount in partial withdrawals without electing one of our available
automatic payment plans, we will make a payment, if necessary, on December 1st
that will equal your required minimum distribution less all withdrawals made
through November 30th. If prior to December 1st you make a partial withdrawal
that exceeds your Guaranteed annual withdrawal amount, but not your RMD amount,
that partial withdrawal will be treated as an Excess withdrawal, as well as any
subsequent partial withdrawals made during the same contract year. However, if
by December 1st your withdrawals have not exceeded your RMD amount, the RMD
payment we make to you will not be treated as an Excess withdrawal.

FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse
guarantee will not be terminated if a required minimum distribution payment
using our automatic RMD service causes your cumulative withdrawals in the
contract year to exceed 6 1/2% (or 6%, if applicable) of the Roll-Up benefit
base (as of the beginning of the contract year or in the first contract year,
all contributions received within the first 90 days).

Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset
the Roll-Up benefit base if lifetime required minimum distributions must begin
before the end of the new exercise waiting period. See ''Guaranteed minimum
income benefit and the Roll-Up benefit base reset'' in ''Contract features and
benefits'' earlier in this Prospectus.

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your value in the variable investment options and the guaranteed
interest option. If there is insufficient value or no value in the variable
investment options and the guaranteed interest option, any additional amount of
the withdrawal required or the total amount of the withdrawal will be withdrawn
from the fixed maturity options in the order of the earliest maturity date(s)
first. For Accumulator(R) and Accumulator(R) Elite/SM/ contracts only, if the
fixed maturity option amounts are insufficient, we will deduct all or a portion
of the withdrawal from the account for special dollar cost averaging. A market
value adjustment will apply to withdrawals from the fixed maturity options.

You may choose to have your Customized payment plan scheduled payments, your
systematic withdrawals or your substantially equal withdrawals taken from
specific variable investment options and/or the guaranteed interest option. If
you choose specific variable investment options and/or the guaranteed interest
option, and the value in those selected option(s) drops below the requested
withdrawal amount, the requested amount will be taken on a pro rata basis from
all investment options on the business day after the withdrawal was scheduled
to occur. All subsequent scheduled payments or withdrawals will be processed on
a pro rata basis on the business day you initially elected.

HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED
MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS

In general, withdrawals (including RMDs) will reduce your guaranteed benefits
on a pro rata basis. Reduction on a pro rata basis means that we calculate the
percentage of your current account value that is being withdrawn and we reduce
your current benefit by the same percentage. For example, if your account value
is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account
value. If your benefit was $40,000 before the withdrawal, it would be reduced
by $16,000 ($40,000 x .40) and your new benefit after the withdrawal would be
$24,000 ($40,000 - $16,000).

If your account value is greater than your benefit, a withdrawal will result in
a reduction of your benefit that will be less than the withdrawal. For example,
if your account value is $30,000 and you withdraw $12,000, you have withdrawn
40% of your account value. If your benefit was $20,000 before the withdrawal,
it would be reduced by $8,000 ($20,000 X .40) and your new benefit after the
withdrawal would be $12,000 ($20,000 - $8,000).

For purposes of calculating the adjustment to your guaranteed benefits, the
amount of the withdrawal will include the amount of any applicable withdrawal
charge. Using the example above, the $12,000 withdrawal would include the
withdrawal amount paid to you and the amount of any applicable withdrawal
charge deducted from your account value. For more information on the
calculation of the charge, see ''Withdrawal charge'' later in this Prospectus.
Please note that withdrawal charges do not apply to Accumulator(R) Select/SM/
contracts.

With respect to the Guaranteed minimum income benefit and the Greater of 6 1/2%
(or 6% or 3%, as applicable) Roll-Up to age 85 or Annual Ratchet to age 85
enhanced death benefit, withdrawals (including any applicable withdrawal
charges, if applicable) will reduce each of the benefits' 6 1/2% (or 6% or 3%,
as applicable) Roll-Up to age 85 benefit base on a dollar-for-dollar basis, as
long as the sum of withdrawals in a contract year is 6 1/2% (or 6% or 3%, as
applicable) or less of the 6 1/2% (or 6% or 3%, as applicable) Roll-Up benefit
base on the contract issue date or the most recent contract date anniversary,
if later. For this purpose, in the first contract year, all contributions
received in the first 90 days after contract issue will be considered to have
been received on the first day of the contract year. In subsequent contract
years, additional contributions made during a contract year do not affect the
amount of the withdrawals that can be taken on a dollar-for-dollar basis in
that contract year. Once a withdrawal is taken that causes the sum of
withdrawals in a contract year to exceed 6 1/2% (or 6% or 3%, as applicable) of
the benefit base on the most recent anniversary, that entire withdrawal
(including RMDs) and any subsequent withdrawals in that same contract year will
reduce the benefit base pro rata. Reduction on a dollar-for-dollar basis means
that your 6 1/2% (or 6% or 3%, as applicable) Roll-Up to age 85 benefit base
will be reduced by the dollar amount of the withdrawal for each Guaranteed
benefit. The Annual Ratchet to age 85 benefit base will always be reduced on a
pro rata basis.

HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT

Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes
cumulative withdrawals in a contract year to exceed

ACCESSING YOUR MONEY

the Guaranteed annual withdrawal amount. Withdrawals that exceed the Guaranteed
annual withdrawal amount, however, can significantly reduce your GWBL benefit
base and Guaranteed annual withdrawal amount. For more information, see
''Effect of Excess withdrawals'' and ''Other important considerations'' under
''Guaranteed withdrawal benefit for life (''GWBL'')'' in ''Contract features
and benefits'' earlier in this Prospectus.

Your GWBL Standard death benefit base is reduced by any withdrawal on a pro
rata basis.

Your GWBL Enhanced death benefit base is reduced on a dollar-for- dollar basis
by any withdrawal up to the Guaranteed annual withdrawal amount. Once a
withdrawal causes cumulative withdrawals in a contract year to exceed your
Guaranteed annual withdrawal amount, your GWBL Enhanced death benefit base will
be reduced on a pro rata basis. If the reduced GWBL Enhanced death benefit base
is greater than your account value (after the Excess withdrawal), we will
further reduce your GWBL Enhanced death benefit base to equal your account
value.

For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit
amount, the amount of the excess withdrawal will include the withdrawal amount
paid to you and the amount of the withdrawal charge deducted from your account
value. For more information on calculation of the charge, see ''Withdrawal
charge'' later in the Prospectus. Please note that withdrawal charges do not
apply to Accumulator(R) SelectSM contracts.

WITHDRAWALS TREATED AS SURRENDERS

If you request to 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. The rules in the preceding sentence
do not apply if the Guaranteed minimum income benefit no lapse guarantee is in
effect on your contract. See ''Surrendering your contract to receive its cash
value'' below. For the tax consequences of withdrawals, see ''Tax information''
later in this Prospectus.

SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat
a withdrawal request that results in a withdrawal in excess of 90% of the
contract's cash value as a request to surrender the contract unless it is an
Excess withdrawal. In addition, we will not terminate your contract if either
your account value or cash value falls below $500, unless it is due to an
Excess withdrawal. In other words, if you take an Excess withdrawal that equals
more than 90% of your cash value or reduces your cash value to less than $500,
we will treat your request as a surrender of your contract even if your GWBL
benefit base is greater than zero. Please also see ''Insufficient account
value'' in ''Determining your contract's value'' earlier in this Prospectus.
Please also see ''Guaranteed withdrawal benefit for life (''GWBL'')'' in
''Contract features and benefits,'' earlier in this Prospectus, for more
information on how withdrawals affect your guaranteed benefits and could
potentially cause your contract to terminate.

LOANS UNDER ROLLOVER TSA CONTRACTS

Loans under a Rollover TSA contract are not permitted without employer or plan
approval. We will not permit you to take a loan or have a loan outstanding
while you are enrolled in our ''automatic required minimum distribution (RMD)
service'' or if you elect the GWBL option or a PGB.

Loans are subject to federal income tax limits and are also subject to
the limits of the plan. The loan rules under ERISA may apply to plans not
sponsored by a governmental employer. Federal income tax rules apply to all
plans, even if the plan is not subject to ERISA.

A loan will not be treated as a taxable distribution unless:

.. It exceeds limits of federal income tax rules;

.. Interest and principal are not paid when due; or

.. In some instances, service with the employer terminates.

Taking a loan in excess of the Internal Revenue Code limits may result
in adverse tax consequences.

Before we make a loan, you must properly complete and sign a loan request form.
Loan processing may not be completed until we receive all information and
approvals required to process the loan at our processing office.

We will permit you to have only one loan outstanding at a time. The minimum
loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your
account value, subject to any limits under the federal income tax rules. The
term of a loan is five years. However, if you use the loan to acquire your
primary residence, the term is 10 years. The term may not extend beyond the
earliest of:

(1)the date annuity payments begin,

(2)the date the contract terminates, and

(3)the date a death benefit is paid (the outstanding loan, including any
accrued but unpaid loan interest, will be deducted from the death benefit
amount).

A loan request under your Rollover TSA contract will be processed on the first
business day of the month following the date on which the properly completed
loan request form is received. Interest will accrue daily on your outstanding
loan at a rate we set. The loan interest rate will be equal to the Moody's
Corporate Bond Yield Averages for Baa bonds for the calendar month ending two
months before the first day of the calendar quarter in which the rate is
determined. Please see Appendix VII later in this Prospectus for any state
rules that may affect loans from a TSA contract. Also, See Appendix IX for a
discussion of TSA contracts.

Tax consequences for failure to repay a loan when due are substantial, and may
result in severe restrictions on your ability to borrow amounts under any plans
of your employer in the future.

LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the
amount of your loan to the ''loan reserve account.'' Unless you specify
otherwise, we will subtract your loan on a pro rata basis from your value in
the variable investment options and the guaranteed interest option. If those
amounts are insufficient, any additional amount of the loan will be subtracted
from the fixed maturity options in the order of the earliest maturity date(s)
first. A market value adjustment may apply. If such fixed maturity amounts are
insufficient, we will deduct all or a portion of the loan from the account for
special dollar cost averaging (for Accumulator(R) and Accumulator(R) Elite/SM/
contracts) or the account for special money market dollar cost averaging (for
Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts).

ACCESSING YOUR MONEY

For the period of time your loan is outstanding, the loan reserve account rate
we will credit will equal the loan interest rate minus a maximum rate of 2%.
When you make a loan repayment, unless you specify otherwise, we will transfer
the dollar amount of the loan repaid and the amount of interest earned from the
loan reserve account to the investment options according to the allocation
percentages we have on our records. For Accumulator(R) Plus/SM/ contracts, loan
repayments are not considered contributions and therefore are not eligible for
additional credits.

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. (Rollover TSA
contracts may have restrictions and employer or plan approval is required.) 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.

All benefits under the contract will terminate as of the date we receive the
required information, including the Guaranteed withdrawal benefit for life (if
applicable), if your cash value is greater than your Guaranteed annual
withdrawal amount remaining that year. If your cash value is not greater than
your Guaranteed annual withdrawal amount remaining that year, then you will
receive a supplementary life annuity contract. For more information, please see
''Effect of your account value falling to zero'' in ''Contract features and
benefits'' earlier in this Prospectus. Also, if the Guaranteed minimum income
benefit no lapse guarantee is in effect, the benefit will terminate without
value if your cash value plus any other withdrawals taken in the contract year
exceed 6 1/2% (or 6%, if applicable) of the Roll-Up benefit base (as of the
beginning of the contract year). For more information, please see
''Insufficient account value'' in ''Determining your contract's value'' and
''Guaranteed withdrawal benefit for life (''GWBL'')'' in ''Contract features
and benefits'' earlier in this Prospectus.

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.

WHEN TO EXPECT PAYMENTS

Generally, we will fulfill requests for payments out of the variable 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, payment of a death benefit, payment of any amount you
withdraw (less any withdrawal charge, if applicable) and, upon surrender,
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 the fair value of a variable 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.

We can defer payment of any portion of your value in the guaranteed interest
option, fixed maturity options and the account for special dollar cost
averaging (other than for death benefits) for up to six months while you are
living. Please note that the account for special dollar cost averaging is
available to Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.
We also may defer payments for a reasonable amount of time (not to exceed 10
days) while we are waiting for a contribution check to clear.

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

The following description assumes annuitization of your entire contract. For
partial annuitization, see ''Partial Annuitization'' below.

Deferred annuity contracts such as those in the Accumulator(R) Series provide
for conversion to payout status at or before the contract's ''maturity date.''
This is called "annuitization." When your contract is annuitized, your
Accumulator(R) Series contract and all its benefits will terminate and you will
receive a supplemental annuity payout contract (''payout option'') that
provides periodic payments, as described in this section. In general, the
periodic payment amount is determined by the account value or cash value of
your Accumulator(R) Series contract at the time of annuitization and the
annuity purchase factor to which that value is applied, as described below.
Alternatively, if you have a Guaranteed minimum income benefit, you may
exercise your benefit in accordance with its terms. We have the right to
require you to provide any information we deem necessary to provide 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 Accumulator(R) Series contract guarantees that upon annuitization, your
annuity 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. (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
currently offer you several choices of annuity payout options. Some enable you
to receive fixed annuity payments, which can be either level or increasing, and
others enable you to receive variable annuity payments. Please see Appendix VII
later in this Prospectus for variations that may apply in your state.

ACCESSING YOUR MONEY

benefit'' in ''Contract features and benefits'' earlier in this Prospectus). If
you elect the Guaranteed withdrawal benefit for life and choose to annuitize
your contract before the maturity date, the Guaranteed withdrawal benefit for
life will terminate without value even if your GWBL benefit base is greater
than zero. Payments you receive under the annuity payout option you select may
be less than you would have received under GWBL. See ''Guaranteed withdrawal
benefit for life (''GWBL'')'' in ''Contract features and benefits'' earlier in
this Prospectus for further information.

---------------------------------------------------------------------------------
Fixed annuity payout options . Life annuity
. Life annuity with period certain
. Life annuity with refund certain
---------------------------------------------------------------------------------

.. 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.

.. 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. A life annuity with a
period certain is the form of annuity under the contract 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.

.. 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.

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. We may offer other payout options not outlined here.
Your financial professional can provide you with details.

We guarantee fixed annuity payments 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.

THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION
(FOR THE PURPOSES OF THIS SECTION, PLEASE NOTE THAT WITHDRAWAL CHARGES DO NOT
APPLY TO ACCUMULATOR(R) SELECT/SM/ CONTRACTS.)

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 Accumulator(R) Series contract. If
amounts in a fixed maturity option are used to purchase any annuity payout
option prior to the maturity date, a market value adjustment will apply.

There is no withdrawal charge imposed if you select a life annuity, life
annuity with period certain or life annuity with refund certain. If we are
offering non-life contingent forms of annuities, the withdrawal charge will be
imposed.

PARTIAL ANNUITIZATION. Partial annuitization of nonqualified deferred annuity
contracts is permitted under certain circumstances. You may choose from the
life-contingent annuity payout options described here. We no longer offer a
period certain option for partial annuitization. We require you to elect
partial annuitization on the form we specify. Partial annuitization is not
available for a guaranteed minimum income benefit under a contract. For
purposes of this contract we will effect any partial annuitization as a
withdrawal applied to a payout annuity. See ''How withdrawals are taken from
your account value'' earlier in this section and also the discussion of
''Partial Annuitization'' in ''Tax Information'' for more information.

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. The contract owner and annuitant
must meet the issue age and payment requirements.

You can choose the date annuity payments begin but it may not be earlier than
thirteen months from the contract date or not earlier than five years from your
Accumulator(R) Plus/SM/ contract date (in a limited number of jurisdictions
this requirement may be more or less than five years). Please see Appendix VII
later in this Prospectus for information on state variations. You can change
the date your annuity payments are to begin at anytime. The date may not be
later than the annuity maturity date described below.

For Accumulator(R) Plus/SM/ contracts, if you start receiving annuity payments
within three years of making any contribution, we will recover the credit that
applies to any contribution made within the prior three years. Please see
Appendix VII later in this Prospectus for information on state variations.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity and the applicable annuity purchase factors, discussed
earlier. The amount of each annuity payment will be less with a greater
frequency of payments or with a longer certain period of a life contingent
annuity. Once elected, the frequency with which you receive payments cannot be
changed.

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. If you select an annuity
payout option and payments have begun, no change can be made.

ANNUITY MATURITY DATE

ACCESSING YOUR MONEY

law even if you name a new annuitant. For contracts with joint annuitants, the
maturity age is based on the older annuitant. The maturity date is generally
the contract date anniversary that follows the annuitant's 95th birthday. We
will send a notice with the contract statement one year prior to the maturity
date. If you do not respond to the notice within the 30 days following the
maturity date, your contract will be annuitized automatically.

You may be eligible to elect an alternate annuity payout option. If you are
eligible and elect this option, beginning as of the maturity date and for each
subsequent year, the annuity payout will be the higher of two amounts that are
calculated as of each contract date anniversary. The annuity payout will be the
higher of: (1) the Guaranteed annual withdrawal amount and (2) the amount that
the contract owner would have received if the annuity account value had been
applied to a life annuity without a period certain, using either (a) the
guaranteed annuity rates specified in your contract, or (b) the applicable
current individual annuity rates as of the contract date anniversary, applying
the rate that provides a greater benefit to the payee.

The resulting periodic payments are distributed while the owner (and if
applicable, while any joint owner or successor owner) is living. Each
Guaranteed withdrawal benefit for life Maturity date annuity payment will
reduce the minimum death benefit pro rata. When the Guaranteed withdrawal
benefit for life Maturity date annuity payments begin, you will not be
permitted to make any additional withdrawals. You may, however, surrender the
contract at any time on or after the maturity date to receive the contract's
remaining cash value.

As described in ''Contract features and benefits'' under ''Guaranteed
withdrawal benefit for life (''GWBL''),'' these payments will have the
potential to increase with favorable investment performance. Any remaining
Guaranteed minimum death benefit value will be transferred to the annuity
payout contract as your ''minimum death benefit.'' If an enhanced death benefit
had been elected, its value as of the date the annuity payout contract is
issued will become your minimum death benefit, and it will no longer increase.

The minimum death benefit will be reduced dollar-for-dollar by each payment, if
it is based on the value of the enhanced death benefit, or it will be reduced
pro rata by each payment, if it is based on the value of the standard death
benefit. If you die while there is any minimum death benefit remaining, it will
be paid to your beneficiary.

Please see Appendix VII later in this Prospectus for variations that may apply
in your state.

ACCESSING YOUR MONEY

5. Charges and expenses

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

CHARGES THAT AXA EQUITABLE DEDUCTS

We deduct the following charges each day from the net assets of each variable
investment option. These charges are reflected in the unit values of each
variable investment option:

.. A mortality and expense risks charge

.. An administrative charge

.. A distribution charge

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:

.. On each contract date anniversary -- an annual administrative charge, if
applicable.

.. At the time you make certain withdrawals or surrender your contract -- a
withdrawal charge (not applicable to Accumulator(R) Select/SM /contracts).

.. On each contract date anniversary -- a charge for each optional benefit
that you elect: a death benefit (other than the Standard and GWBL Standard
death benefit); the Guaranteed minimum income benefit; the Guaranteed
withdrawal benefit for life; and the Earnings enhancement benefit.

.. On any contract date anniversary on which you are participating in a PGB --
a charge for a PGB.

.. 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.

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'' later in this section.

The charges under the contracts are designed to cover, in the aggregate, our
direct and indirect costs of selling, administering and providing benefits
under the contracts. They are also designed, in the aggregate, to compensate us
for the risks of loss we assume pursuant to the contracts. If, as we expect,
the charges that we collect from the contracts exceed our total costs in
connection with the contracts, we will earn a profit. Otherwise, we will incur
a loss.

The rates of certain of our charges have been set with reference to estimates
of the amount of specific types of expenses or risks that we will incur. In
most cases, this Prospectus identifies such expenses or risks in the name of
the charge; however, the fact that any charge bears the name of, or is designed
primarily to defray, a particular expense or risk does not mean that the amount
we collect from that charge will never be more than the amount of such expense
or risk. Nor does it mean that we may not also be compensated for such expense
or risk out of any other charges we are permitted to deduct by the terms of the
contracts.

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.

SEPARATE ACCOUNT ANNUAL EXPENSES

MORTALITY AND EXPENSE RISKS CHARGE. We deduct a daily charge from the net
assets in each variable investment option to compensate us for mortality and
expense risks, including the Standard death benefit. Below is the daily charge
shown as an annual rate of the net assets in each variable investment option
for each contract in the Accumulator(R) Series:

Accumulator(R): 0.80%
Accumulator(R) Plus/SM/: 0.95%
Accumulator(R) Elite/SM/: 1.10%
Accumulator(R) Select/SM/: 1.10%

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 income 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. Lastly,
we assume a mortality risk to the extent that at the time of death, the
Guaranteed minimum death benefit exceeds the cash value of the contract. The
expense risk we assume is the risk that it will cost us more to issue and
administer the contracts than we expect. For Accumulator(R) Plus/SM /contracts,
a portion of this charge also compensates us for the contract credit. For a
discussion of the credit, see ''Credits'' in ''Contract features and benefits''
earlier in this Prospectus. We expect to make a profit from this charge.

ADMINISTRATIVE CHARGE. We deduct a daily charge from the net assets in each
variable investment option. The charge, together with the annual administrative
charge described below, is to compensate us for administrative expenses under
the contracts. Below is the daily charge shown as an annual rate of the net
assets in each variable investment option for each contract in the
Accumulator(R) Series:

Accumulator(R): 0.30%
Accumulator(R) Plus/SM/: 0.35%
Accumulator(R) Elite/SM/: 0.30%
Accumulator(R) Select/SM/: 0.25%

DISTRIBUTION CHARGE. We deduct a daily charge from the net assets in each
variable investment option to compensate us for a portion of our sales expenses
under the contracts. Below is the daily charge shown as an annual rate of the
net assets in each variable investment option for each contract in the
Accumulator(R) Series:

Accumulator(R): 0.20%
Accumulator(R) Plus/SM/: 0.25%
Accumulator(R) Elite/SM/: 0.25%
Accumulator(R) Select/SM/: 0.35%

CHARGES AND EXPENSES

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on each contract
date anniversary. We deduct the charge if your account value on the last
business day of the contract year is less than $50,000. If your account value
on such date is $50,000 or more, we do not deduct the charge. During the first
two contract years, the charge is equal to $30 or, if less, 2% of your account
value. The charge is $30 for contract years three and later.

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option (see Appendix VII later in this Prospectus
to see if deducting this charge from the guaranteed interest option is
permitted in your state) on a pro rata basis. If those amounts are
insufficient, we will deduct all or a portion of the charge from the fixed
maturity options (if available) in the order of the earliest maturity date(s)
first. If such fixed maturity option amounts are insufficient, we will deduct
all or a portion of the charge from the account for special dollar cost
averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the
account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts).

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year. A market value adjustment will apply to deductions
from the fixed maturity options.

If your account value is insufficient to pay this charge, your contract will
terminate without value and you will lose any applicable guaranteed benefits
except as noted under ''Insufficient account value'' in ''Determining your
contract's value'' earlier in this Prospectus.

SPECIAL SERVICES CHARGES

We deduct a charge for providing the special services described below. These
charges compensate us for the expense of processing each special service. For
certain services, we will deduct from your account value any withdrawal charge
that applies and the charge for the special service. Please note that we may
discontinue some or all of these services without notice.

WIRE TRANSFER CHARGE. We charge $90 for outgoing wire transfers. Unless you
specify otherwise, this charge will be deducted from the amount you request.

EXPRESS MAIL CHARGE. We charge $35 for sending you a check by express mail
delivery. This charge will be deducted from the amount you request.

DUPLICATE CONTRACT CHARGE. We charge $35 for providing a copy of your contract.
The charge for this service can be paid (i) using a credit card acceptable to
AXA Equitable, (ii) by sending a check to our processing office, or (iii) by
any other means we make available to you.

WITHDRAWAL CHARGE

(FOR ACCUMULATOR(R), ACCUMULATOR(R) PLUS/SM/ AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS ONLY )

A withdrawal charge applies in two circumstances: (1) if you make one or more
withdrawals during a contract year that, in total, exceed the 10% free
withdrawal amount, described below, or (2) if you surrender your contract to
receive its cash value. For more information about the withdrawal charge if you
select an annuity payout option, see ''Your annuity payout options -- The
amount applied to purchase an annuity payout option'' in ''Accessing your
money'' earlier in the Prospectus. For Accumulator(R) Plus/SM/ contracts, a
portion of this charge also compensates us for the contract credit. For a
discussion of the credit, see ''Credits'' in ''Contract features and benefits''
earlier in this Prospectus. We expect to make a profit from this charge.

The withdrawal charge equals a percentage of the contributions withdrawn. For
Accumulator(R) Plus/SM/ contracts, we do not consider credits to be
contributions. Therefore, there is no withdrawal charge associated with a
credit.

The percentage of the withdrawal charge that applies to each contribution
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:

-------------------------------------------------------------------------
WITHDRAWAL CHARGE AS A % OF
CONTRIBUTION CONTRACT YEAR
-------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9+
-------------------------------------------------------------------------

Accumulator(R) 7% 7% 6% 6% 5% 3% 1% 0%/(1)/ --
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Accumulator(R) Plus/SM/ 8% 8% 7% 7% 6% 5% 4% 3% 0%/(2)/
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Accumulator(R) Elite/SM/ 8% 7% 6% 5% 0%/(3)/ -- -- -- --
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(1)Charge does not apply in the 8th and subsequent contract years following
contribution.
(2)Charge does not apply in the 9th and subsequent contract years following
contribution.
(3)Charge does not apply in the 5th and subsequent contract years following
contribution.

For purposes of calculating the withdrawal charge, we treat the contract year
in which we receive a contribution as ''contract year 1,'' and the withdrawal
charge is reduced or expires on each applicable contract date anniversary.
Amounts withdrawn that are not subject to the withdrawal charge are not
considered withdrawals 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 your contract as
withdrawn first. See ''Tax information'' later in this Prospectus.

Please see Appendix VII later in this Prospectus for possible withdrawal charge
schedule variations in your state.

In order to give you the exact dollar amount of the withdrawal you request, we
deduct the amount of the withdrawal and 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 charge in proportion to the
amount of the withdrawal subtracted from each investment option. The withdrawal
charge helps cover our sales expenses.

For purposes of calculating reductions in your guaranteed benefits and
associated benefit bases, the withdrawal amount includes both the withdrawal
amount paid to you and the amount of the withdrawal charge deducted from your
account value. For more information, see ''Guaranteed minimum death benefit and
Guaranteed minimum income benefit base'' and ''How withdrawals affect your
Guaranteed minimum income benefit and Guaranteed minimum death benefit''
earlier in this Prospectus.

CHARGES AND EXPENSES

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

10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of
your account value without paying a withdrawal charge. The 10% free withdrawal
amount is determined using your account value at the beginning of each contract
year. In the first contract year, the 10% free withdrawal amount is determined
using all contributions received in the first 90 days of the contract year.
Additional contributions during the contract year do not increase your 10% free
withdrawal amount. The 10% free withdrawal amount does not apply if you
surrender your contract except where required by law.

For Accumulator(R) and Accumulator(R) Elite/SM/ NQ contracts issued to a
charitable remainder trust, the free withdrawal amount will equal the greater
of: (1) the current account value less contributions that have not been
withdrawn (earnings in the contract) and (2) the 10% free withdrawal amount
defined above.

CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit
and/or the Greater of 6 1/2% (or 6%, if applicable) Roll-Up to age 85 or Annual
Ratchet to age 85 enhanced death benefit, the withdrawal charge will be waived
for any withdrawal that, together with any prior withdrawals made during the
contract year, does not exceed 6 1/2% (or 6%, if applicable) of the beginning
of contract year 6 1/2% (or 6%, if applicable) Roll-Up to age 85 benefit base,
even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal
charge does not apply to a withdrawal that exceeds 6 1/2% (or 6%, if
applicable) of the beginning of contract year 6 1/2% (or 6%, if applicable)
Roll-Up to age 85 benefit base as long as it does not exceed the free
withdrawal amount. If you are age 76-80 at issue and elected the Greater of 3%
Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit, this
waiver applies to withdrawals up to 3% of the beginning of the contract year 3%
Roll-Up to age 85 benefit base. If your withdrawal exceeds the amount described
above, this waiver is not applicable to that withdrawal or to any subsequent
withdrawals for the life of the contract.

If you elect the Guaranteed withdrawal benefit for life, we will waive any
withdrawal charge for any withdrawals during the contract year up to the
Guaranteed annual withdrawal amount, even if such withdrawals exceed the free
withdrawal amount. However, each withdrawal reduces the free withdrawal amount
for that contract year by the amount of the withdrawal. Also, a withdrawal
charge does not apply to a withdrawal that exceeds the Guaranteed annual
withdrawal amount as long as it does not exceed the free withdrawal amount.
Withdrawal charges, if applicable, are applied to the amount of the withdrawal
that exceeds both the free withdrawal amount and the Guaranteed annual
withdrawal amount.

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.

GUARANTEED MINIMUM DEATH BENEFIT CHARGE

ANNUAL RATCHET TO AGE 85. If you elect the Annual Ratchet to age 85 enhanced
death benefit, we deduct a charge annually from your account value on each
contract date anniversary for which it is in effect. The charge is equal to
0.25% of the Annual Ratchet to age 85 benefit base.

GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect
this enhanced death benefit, we deduct a charge annually from your account
value on each contract date anniversary for which it is in effect. The charge
is equal to 0.80% of the greater of the 6 1/2% Roll-Up to age 85 or the Annual
Ratchet to age 85 benefit base.

If you opt to reset your Roll-Up benefit base on any contract date anniversary,
we will increase the charge for this enhanced death benefit to 0.95% of the
applicable benefit base. You will be notified of the increased charge at the
time we notify you of your eligibility to reset. The fee increase effective
date will be the date on which the new charge becomes effective on your
contract and is the first day of the contract year following the date on which
the reset occurs. The increased charge is first assessed on the contract date
anniversary that follows the fee increase effective date and on all contract
date anniversaries thereafter unless a prorated charge becomes applicable
earlier in the contract year.

If you opt to reset your Roll-Up benefit base on your contract date
anniversary, we will increase the charge for this enhanced death benefit to
0.80% of the applicable benefit base. You will be notified

CHARGES AND EXPENSES

of the increased charge at the time we notify you of your eligibility to reset.
The fee increase effective date will be the date on which the new charge
becomes effective on your contract and is the first day of the contract year
following the date on which the reset occurs. The increased charge is first
assessed on the contract date anniversary that follows the fee increase
effective date and on all contract date anniversaries thereafter unless a
prorated charge becomes applicable earlier in the contract year.

GREATER OF 3% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this
enhanced death benefit, we deduct a charge annually from your account value on
each contract date anniversary for which it is in effect. The charge is equal
to 0.65% of the greater of the 3% Roll-Up to age 85 or the Annual Ratchet to
age 85 benefit base.

GWBL ENHANCED DEATH BENEFIT. This death benefit is only available if you elect
the GWBL option. If you elect this enhanced death benefit, we deduct a charge
annually from your account value on each contract date anniversary. The charge
is equal to 0.30% of the GWBL Enhanced death benefit base.

WHEN WE DEDUCT THESE CHARGES. We will deduct these charges from your value in
the variable investment options (or, if applicable, the permitted variable
investment options) and the guaranteed interest option on a pro rata basis (see
Appendix VII later in this Prospectus to see if deducting these charges from
the guaranteed interest option is permitted in your state). If those amounts
are insufficient, we will deduct all or a portion of these charges from the
fixed maturity options (if applicable) in the order of the earliest maturity
date(s) first. A market value adjustment will apply to deductions from the
fixed maturity options. If such fixed maturity option amounts are still
insufficient, we will deduct all or a portion of these charges from the account
for special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts) or the account for special money market dollar cost
averaging (for Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts).

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of these charges for that year.

If your account value is insufficient to pay these charges, your contract will
terminate without value and you will lose any applicable guaranteed benefits
except as noted under ''Insufficient account value'' in ''Determining your
contract's value'' earlier in this Prospectus.

STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional
charge for these standard death benefits.

PRINCIPAL GUARANTEE BENEFITS CHARGE

If you purchase a PGB, we deduct a charge annually from your account value on
each contract date anniversary on which you are participating in a PGB. The
charge is equal to 0.50% of the account value for the 100% Principal guarantee
benefit and 0.75% of the account value for the 125% Principal guarantee
benefit. We will continue to deduct the charge until your benefit maturity
date. We will deduct this charge from your value in the permitted variable
investment options and the guaranteed interest option (see Appendix VII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state) on a pro rata basis. If such amounts are
insufficient, we will deduct all or a portion of this charge from the account
for special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts) or the account for special money market dollar cost
averaging (for Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts).

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year.

GUARANTEED MINIMUM INCOME BENEFIT CHARGE

If you elect the Guaranteed minimum income benefit, we deduct a charge annually
from your account value on each contract date anniversary until such time as
you exercise the Guaranteed minimum income benefit, elect another annuity
payout option, or the contract date anniversary after the owner (or older joint
owner, if applicable) reaches age 85, whichever occurs first.

If you elect the Guaranteed minimum income benefit that includes the 6 1/2%
Roll-Up benefit base, the charge is equal to 0.80% of the applicable benefit
base on the contract date anniversary. If you elect the Guaranteed minimum
income benefit that includes the 6% Roll-Up benefit base, the charge is equal
to 0.65% of the applicable benefit base.

If you opt to reset your Roll-Up benefit base on any contract date anniversary,
we will increase the charge for this benefit up to a maximum of 1.10% for the
benefit that includes the 6 1/2% Roll-Up benefit base or 0.95% for the benefit
that includes the 6% Roll-Up benefit base. You will be notified of the
increased charge at the time we notify you of your eligibility to reset. The
fee increase effective date will be the date on which the new charge becomes
effective on your contract and is the first day of the contract year following
the date on which the reset occurs. The increased charge is first assessed on
the contract date anniversary that follows the fee increase effective date and
on all contract date anniversaries thereafter unless a prorated charge becomes
applicable earlier in the contract year.

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option on a pro rata basis (see Appendix VII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state). If those amounts are insufficient, we will
deduct all or a portion of the charge from the fixed maturity options in the
order of the earliest maturity date(s) first. A market value adjustment will
apply to deductions from the fixed maturity options. If such fixed maturity
option amounts are still insufficient, we will deduct all or a portion of the
charge from the account for special dollar cost averaging (for Accumulator(R)
and Accumulator(R) Elite/SM/ contracts) or the account for special money market
dollar cost averaging (for Accumulator(R) Plus/SM/ and Accumulator(R)
Select/SM/ contracts).

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year.

CHARGES AND EXPENSES

EARNINGS ENHANCEMENT BENEFIT CHARGE

If you elect the Earnings enhancement benefit, we deduct a charge annually from
your account value on each contract date anniversary for which it is in effect.
The charge is equal to 0.35% of the account value on each contract date
anniversary. We will deduct this charge from your value in the variable
investment options and the guaranteed interest option on a pro rata basis. If
those amounts are insufficient, we will deduct all or a portion of the charge
from the fixed maturity options in the order of the earliest maturity date(s)
first. If such fixed maturity option amounts are insufficient, we will deduct
all or a portion of the charge from the account for special dollar cost
averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the
account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts).

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE

If you elect the Guaranteed withdrawal benefit for life (''GWBL''), we deduct a
charge annually as a percentage of your GWBL benefit base on each contract date
anniversary. If you elect the Single Life option, the charge is equal to 0.65%.
If you elect the Joint Life option, the charge is equal to 0.80%. We will
deduct this charge from your value in the permitted variable investment options
and the guaranteed interest option on a pro rata basis. (See Appendix VII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state.) If those amounts are insufficient, we will
deduct all or a portion of the charge from the account for special dollar cost
averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts) or the
account for special money market dollar cost averaging (for Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts).

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year.

GWBL BENEFIT BASE ANNUAL RATCHET CHARGE. If your GWBL benefit base ratchets, we
will increase the charge at the time of an Annual Ratchet to the maximum charge
permitted under the contract. The maximum charge for the Single Life option is
0.80%. The maximum charge for the Joint Life option is 0.95%. The fee increase
effective date will be the date on which the new charge becomes effective on
your contract and is the first day of the contract year following the date on
which the reset occurs. The increased charge is first assessed on the contract
date anniversary that follows the fee increase effective date and on all
contract date anniversaries thereafter unless a prorated charge becomes
applicable earlier in the contract year. We will permit you to opt out of the
ratchet if the charge increases.

For Joint life contracts, if the successor owner or joint annuitant is dropped
before you take your first withdrawal, we will adjust the charge at that time
to reflect a Single life. If the successor owner or joint annuitant is dropped
after withdrawals begin, the charge will continue based on a Joint life.

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 pay-out option. The current tax charge
that might be imposed varies by jurisdiction and ranges from 0% to 3.5%.

CHARGES THAT THE TRUSTS DEDUCT

The Trusts deduct charges for the following types of fees and expenses:

.. Management fees.

.. 12b-1 fees.

.. Operating expenses, such as trustees' fees, independent public accounting
firms' fees, legal counsel fees, administrative service fees, custodian
fees and liability insurance.

.. Investment-related expenses, such as brokerage commissions.

These charges are reflected in the daily share price of each Portfolio. Since
shares of each Trust are purchased at their net asset value, these fees and
expenses are, in effect, passed on to the variable investment options and are
reflected in their unit values. Certain Portfolios available under the contract
in turn invest in shares of other Portfolios of AXA Premier VIP Trust and EQ
Advisors Trust and/or shares of unaffiliated portfolios (collectively, the
''underlying portfolios''). The underlying portfolios each have their own fees
and expenses, including management fees, operating expenses, and investment
related expenses such as brokerage commissions. For more information about
these charges, please refer to the prospectuses for the Trusts.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge (if applicable under your Accumulator(R) Series contract) or the
mortality and expense risks charge, or change the minimum initial contribution
requirements. We also may change the Guaranteed minimum income benefit or the
Guaranteed minimum death benefit, or offer variable investment options that
invest in shares of the Trusts that are not subject to the 12b-1 fee. If
permitted under the terms of our exemptive order regarding the Accumulator(R)
Plus/SM/ bonus feature, we may also change the crediting percentage that
applies to contributions. 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 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 also may establish different rates to maturity for the fixed maturity
options under different classes of contracts for group or sponsored
arrangements.

CHARGES AND EXPENSES

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 (''ERISA'') 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 would be
unfairly discriminatory.

CHARGES AND EXPENSES

6. Payment of death benefit

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

YOUR BENEFICIARY AND PAYMENT OF BENEFIT

You designate your beneficiary when you apply for your contract. You may change
your beneficiary at any time during your lifetime and while the contract is in
force. The change will be effective as of the date the written request is
executed, whether or not you are living on the date 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. Under a contract
with a non-natural owner that has joint annuitants, the surviving annuitant is
considered the beneficiary, and will take the place of any other beneficiary.
You may be limited as to the beneficiary you can designate in a Rollover TSA
contract. In a QP contract, the beneficiary must be the plan trust. Where an NQ
contract is owned for the benefit of a minor pursuant to the Uniform Gift to
Minors Act or the Uniform Transfers to Minors Act, the beneficiary must be the
estate of the minor. Where an IRA contract is owned in a custodial individual
retirement account, the custodian must be the beneficiary.

The death benefit is equal to your account value (without adjustment for any
otherwise applicable negative market value adjustment) or, if greater, the
applicable Guaranteed minimum death benefit. In either case, the death benefit
is increased by any amount applicable under the Earnings enhancement benefit.
We determine the amount of the death benefit (other than the applicable
Guaranteed minimum death benefit) and any amount applicable under the Earnings
enhancement benefit, as of the date we receive satisfactory proof of the
owner's (or older joint owner's, if applicable) death, any required
instructions for the method of payment, forms necessary to effect payment and
any other information we may require. However, this is not the case if the sole
primary beneficiary of your contract is your spouse and he or she decides to
roll over the death benefit to another contract issued by us. See "Effect of
the owner's death" below. For Accumulator(R) Plus/SM/ contracts, the account
value used to determine the death benefit and the Earnings enhancement benefit
will first be reduced by the amount of any credits applied in the one-year
period prior to the owner's (or older joint owner's, if applicable) death. The
amount of the applicable Guaranteed minimum death benefit will be such
Guaranteed minimum death benefit as of the date of the owner's (or older joint
owner's, if applicable) death adjusted for any subsequent withdrawals. For
Roll-over TSA contracts with outstanding loans, we will reduce the amount of
the death benefit by the amount of the outstanding loan, including any accrued
but unpaid interest on the date that the death benefit payment is made. Payment
of the death benefit terminates the contract.

--------------------------------------------------------------------------------
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. IF THE CONTRACT IS JOINTLY OWNED OR IS ISSUED TO A
NON-NATURAL OWNER AND THE GWBL HAS NOT BEEN ELECTED, THE DEATH BENEFIT IS
PAYABLE UPON THE DEATH OF THE OLDER JOINT OWNER OR OLDER JOINT ANNUITANT, AS
APPLICABLE. UNDER CONTRACTS WITH GWBL, THE TERMS OWNER AND SUCCESSOR OWNER ARE
INTENDED TO BE REFERENCES TO ANNUITANT AND JOINT ANNUITANT, RESPECTIVELY, IF
THE CONTRACT HAS A NON-NATURAL OWNER.
--------------------------------------------------------------------------------

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.

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.

In general, if the annuitant dies, the owner (or older joint owner, if
applicable) will become the annuitant, and the death benefit is not payable. If
the contract had joint annuitants, it will become a single annuitant contract.

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. For
Joint Life contracts with GWBL, the death benefit is paid to the beneficiary at
the death of the second to die of the owner and successor owner.

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, your surviving spouse may have the option to:

.. take the death benefit proceeds in a lump sum;

.. continue the contract as a successor owner under "Spousal continuation"(if
your spouse is the sole primary beneficiary) or under our Beneficiary
continuation option, as discussed below; or

.. roll the death benefit proceeds over into another contract.

PAYMENT OF DEATH BENEFIT

your spouse's new contract. Any death proceeds will remain invested in this
contract until your spouse's new contract is issued. The amount of the death
benefit will be calculated to equal the greater of the account value (as of the
date your spouse's new contract is issued) and the applicable guaranteed
minimum death benefit (as of the date of your death). This means that the death
benefit proceeds could vary up or down, based on investment performance, until
your spouse's new contract is issued.

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.
If the beneficiary of a contract with one owner or a younger non-spousal joint
owner continues the contract under the 5-year rule, in general, all guaranteed
benefits and their charges will end. If a PGB election is in effect upon your
death with a benefit maturity date of less than five years from the date of
death, it will remain in effect. For more information on non-spousal joint
owner contract continuation, see the section immediately below.

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. The surviving owner may instead elect to receive a life annuity,
provided payments begin within one year of the deceased owner's death. If the
life annuity is elected, the contract and all benefits terminate.

If the older owner dies first, we will increase the account value to equal the
Guaranteed minimum death benefit, if higher, and by the value of the Earnings
enhancement benefit. The surviving owner can elect to (1) take a lump sum
payment; (2) annuitize within one year; (3) continue the contract for up to
five years; or (4) continue the contract under the Beneficiary continuation
option. For Accumulator(R) Plus/SM/ contracts, if any contributions are made
during the one-year period prior to the owner's death, the account value will
first be reduced by any credits applied to any such contributions.

If the contract continues, the Guaranteed minimum death benefit and charge and
the Guaranteed minimum income benefit and charge will then be discontinued.
Withdrawal charges, if applicable under your Accumulator(R) Series contract,
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) annuitize within one year; (3) continue the contract for
up to five years; or (4) continue the contract under the Beneficiary
continuation option. If the contract continues, the death benefit is not
payable, and the Guaranteed minimum death benefit and the Earnings enhancement
benefit, if applicable, will continue without change. If the Guaranteed minimum
income benefit cannot be exercised within the period required by federal tax
laws, the benefit and charge will terminate as of the date we receive proof of
death. Withdrawal charges, if applicable under your Accumulator(R) Series
contract, will continue to apply and no additional contributions will be
permitted.

Upon the death of either owner, if the surviving owner elects the 5-year rule
and a PGB was in effect upon the owner's death with a maturity date of more
than five years from the date of death, we will terminate the benefit and the
charge.

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:

.. As of the date we receive satisfactory proof of your death, any required
instructions, information and forms necessary, we will increase the account
value to equal the elected Guaranteed minimum death benefit as of the date
of your death if such death benefit is greater than such account value,
plus any amount applicable under the Earnings enhancement benefit, and
adjusted for any subsequent withdrawals. For Accumulator(R) Plus/SM
/contracts, if any contributions are made during the one-year period prior
to the owner's death, the account value will first be reduced by any
credits applied to any such contributions. The increase in the account
value will be allocated to the investment options according to the
allocation percentages we have on file for your contract.

.. In general, withdrawal charges will no longer apply to contributions made
before your death. Withdrawal charges will apply if additional
contributions are made. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM /contract owners.

.. The applicable Guaranteed minimum death benefit option may continue as
follows:

-- If you elected either the Annual Ratchet to age 85 or the Greater of
6 1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced
death benefit, and if your surviving spouse is age 75 or younger on the
date of your death, and you were age 84 or younger at death, the enhanced
death benefit continues and will continue to grow according to its terms
until the contract date anniversary following the date the surviving
spouse reaches age 85. If you were age 85 or older at death, we will
reinstate the Guaranteed minimum death benefit you elected. The benefit
base

PAYMENT OF DEATH BENEFIT

(which had previously been frozen at age 85) will now continue to grow
according to its terms until the contract date anniversary following the
date the surviving spouse reaches age 85.

-- If you elected the Greater of 3% Roll-Up to age 85 or Annual Ratchet to
age 85 enhanced death benefit, and your surviving spouse is age 80 or
younger at the date of your death, and you were age 84 or younger at
death, the enhanced death benefit continues and will grow according to
its terms until the contract date anniversary following the surviving
spouse's 85th birthday. If you were age 85 or older at death, we will
reinstate the enhanced death benefit you elected. The benefit base (which
had been previously frozen at age 85) will now continue to grow according
to its terms until the contract date anniversary following the surviving
spouse's 85th birthday.

-- If you elected either the Annual Ratchet to age 85 or the Greater of the
6 1/2% (or 6%) Roll-Up to age 85 or Annual Ratchet to age 85 enhanced
death benefit and your surviving spouse is age 76 or older on the date of
your death, the Guaranteed minimum death benefit and charge will be
discontinued. If you elected the Greater of the 3% Roll-Up to age 85 or
Annual Ratchet to age 85 enhanced death benefit and your surviving spouse
is 81 or older, the Guaranteed minimum death benefit and charge will be
discontinued.

-- If the Guaranteed minimum death benefit continues, the Roll-Up benefit
base reset, if applicable, will be based on the surviving spouse's age at
the time of your death. The next available reset will be based on the
contract issue date or last reset, as applicable.

-- For single owner contracts with the GWBL Enhanced death benefit, we will
discontinue the benefit and charge. However, we will freeze the GWBL
Enhanced death benefit base as of the date of your death (less subsequent
withdrawals), and pay it upon your spouse's death.

.. The Earnings enhancement benefit will be based on the surviving spouse's
age at the date of the deceased spouse's death for the remainder of the
life of the contract. If the benefit had been previously frozen because the
older spouse had attained age 80, it will be reinstated if the surviving
spouse is age 75 or younger. The benefit is then frozen on the contract
date anniversary after the surviving spouse reaches age 80. If the
surviving spouse is age 76 or older, the benefit and charge will be
discontinued.

.. If elected, PGB continues and is based on the same benefit maturity date
and guaranteed amount that was guaranteed.

.. The Guaranteed minimum income benefit may continue if the benefit had not
already terminated and the benefit will be based on the surviving spouse's
age at the date of the deceased spouse's death. See ''Guaranteed minimum
income benefit'' in ''Contract features and benefits'' earlier in this
Prospectus.

.. If you elect the Guaranteed withdrawal benefit for life on a Joint life
basis, the benefit and charge will remain in effect and no death benefit is
payable until the death of the surviving spouse. Withdrawal charges, if
applicable under your Accumulator(R) Series contract, will continue to
apply to all contributions made prior to the deceased spouse's death. No
additional contributions will be permitted. If you elect the Guaranteed
withdrawal benefit for life on a Single life basis, the benefit and charge
will terminate.

.. 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:

.. The Guaranteed minimum death benefit, the Earnings enhancement benefit and
the Guaranteed minimum income benefit continue to be based on the older
spouse's age for the life of the contract.

.. 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.

.. If a PGB had been elected, the benefit continues and is based on the same
benefit maturity date and guaranteed amount.

.. If you elect the Guaranteed withdrawal benefit for life, the benefit and
charge will remain in effect and no death benefit is payable until the
death of the surviving spouse.

.. The withdrawal charge schedule remains in effect. Please note that
withdrawal charges do not apply to Accumulator(R) Select/SM /contracts.

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 VII 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. For Joint life
contracts with GWBL, the beneficiary continuation option is only available
after the death of the second owner.

PAYMENT OF DEATH BENEFIT

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. If the election is made, then, as of the
date we receive satisfactory proof of death, any required instructions,
information and forms necessary to effect the beneficiary continuation option
feature, we will increase the account value to equal the applicable death
benefit if such death benefit is greater than such account value, plus any
amount applicable under the Earnings enhancement benefit, adjusted for any
subsequent withdrawals. For Accumulator(R) Plus/SM/ contracts, the account
value will first be reduced by any credits applied in the one-year period prior
to the owner's death.

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:

.. The contract continues with your name on it for the benefit of your
beneficiary.

.. The beneficiary replaces the deceased owner as annuitant.

.. 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.

.. 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.

.. The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

.. The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

.. If you had elected the Guaranteed minimum income benefit, an optional
enhanced death benefit, a PGB, the Guaranteed withdrawal benefit for life
or the GWBL Enhanced death benefit under the contract, they will no longer
be in effect and charges for such benefits will stop. Also, any Guaranteed
minimum death benefit feature will no longer be in effect.

.. 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.

.. Any partial withdrawal must be at least $300.

.. Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract.

.. 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, also known
as Inherited annuity, 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. 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:

.. 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.

.. The beneficiary automatically replaces the existing annuitant.

.. The contract continues with your name on it for the benefit of your
beneficiary.

.. 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.

.. The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

.. The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

PAYMENT OF DEATH BENEFIT

.. 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.

.. Any partial withdrawals must be at least $300.

.. Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract on the beneficiary's death.

.. 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 THE OLDER JOINT OWNER:

.. As of the date we receive satisfactory proof of death and any required
instructions, information and forms necessary to effect the Beneficiary
continuation option, we will increase the account value to equal the
applicable death benefit if such death benefit is greater than such account
value plus any amount applicable under the Earnings enhancement benefit
adjusted for any subsequent withdrawals. For Accumulator(R) Plus/SM
/contracts, the account value will first be reduced by any credits applied
in a one-year period prior to the owner's death.

.. No withdrawal charges, if applicable under your Accumulator(R) Series
contract, will apply to any withdrawals by the beneficiary.

IF THE DECEASED IS THE YOUNGER NON-SPOUSAL JOINT OWNER:

.. The annuity account value will not be reset to the death benefit amount.

.. 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. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM /contracts.

.. 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. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM /contracts.

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

A surviving spouse should speak to his or her tax professional about whether
Spousal continuation or the Beneficiary continuation option is appropriate for
him or her. Factors to consider include but are not limited to the surviving
spouse's age, need for immediate income and a desire to continue any Guaranteed
benefits under the contract.

PAYMENT OF DEATH BENEFIT

7. Tax information

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

OVERVIEW

In this part of the Prospectus, we discuss the current federal income tax rules
that generally apply to Accumulator(R) Series contracts owned by United States
individual taxpayers. The tax rules can differ, depending on the type of
contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. 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 Internal Revenue Service ("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.

CONTRACTS THAT 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 a custodial or
trusteed individual retirement account. Similarly, a 403(b) plan can be funded
through a 403(b) annuity contract or a 403(b)(7) custodial account. Annuity
contracts can also be purchased in connection with retirement plans qualified
under Section 401(a) of the Code ("QP contracts"). How these arrangements work,
including special rules applicable to each, are noted in the specific sections
for each type of arrangement, below. 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 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 or funds that you elect.

For this purpose additional annuity contract benefits may include, but are not
limited to, various guaranteed benefits such as guaranteed minimum income
benefits and enhanced death benefits. You should consider the potential
implication of these Regulations before you purchase this annuity contract or
purchase additional features under this annuity contract. See also Appendix II
at the end of this Prospectus for a discussion of QP contracts, and Appendix IX
later in this Prospectus for a discussion of TSA contracts.

TRANSFERS AMONG INVESTMENT OPTIONS

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:

.. 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 the securities laws);

.. if you transfer a contract, for example, as a gift to someone other than
your spouse (or former spouse);

.. if you use a contract as security for a loan (in this case, the amount
pledged will be treated as a distribution); and

.. 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.

TAX INFORMATION

ANNUITY PAYMENTS

The following applies to an annuitization of the entire contract. In certain
cases, the contract can be partially annuitized. See "Partial Annuitization"
below.

Annuitization under an Accumulator(R) Series 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. (We do not currently
offer a period certain option without life contingencies.) 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).

Annuitization payments that are based on life or life expectancy are considered
annuity payments for income tax purposes. We include in annuitization payments
GMIB payments and other annuitization payments available under your contract.
We also include Guaranteed annual withdrawals that are continued after your
account value goes to zero under a supplementary life annuity contract, as
discussed under ''Guaranteed withdrawal benefit for life (''GWBL'')'' in
''Contract features and benefits'' earlier in this Prospectus.

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.

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 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 an annuity payout option we may offer at the time
under the contract. If no affirmative choice is made, we will apply any
remaining annuity value 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 contract constitutes an annuity
contract under current federal tax rules.

PARTIAL ANNUITIZATION

The consequences described above for annuitization of the entire contract apply
to the portion of the contract which is partially annuitized. A nonqualified
deferred annuity contract is treated as being partially annuitized if a portion
of the contract is applied to an annuity payout option on a life-contingent
basis or for a period certain of at least 10 years. In order to get annuity
payment tax treatment for the portion of the contract applied to the annuity
payout, payments must be made at least annually in substantially equal amounts,
the payments must be designed to amortize the amount applied over life or the
period certain, and the payments cannot be stopped, except by death or
surrender (if permitted under the terms of the contract). The investment in the
contract is split between the partially annuitized portion and the deferred
amount remaining based on the relative values of the amount applied to the
annuity payout and the deferred amount remaining at the time of the partial
annuitization. Also, the partial annuitization has its own annuity starting
date. We do not currently offer a period certain option without life
contingencies.

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.

Collateral assignments are taxable to the extent of any earnings in the
contract at the time any portion of the contract's value is assigned as
collateral. Therefore, if you assign your contract as collateral for a loan
with a third party after the contract is issued, you may have taxable income
even though you receive no payments under the contract. AXA Equitable will
report any income attributable to a collateral assignment on Form 1099-R. Also,
if AXA Equitable makes payments or distributions to the assignee pursuant to
directions under the collateral assignment agreement, any gains in such
payments may be taxable to you and reportable on Form 1099-R even though you do
not receive them.

TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT THE GUARANTEED WITHDRAWAL BENEFIT
FOR LIFE

We treat Guaranteed annual withdrawals and other withdrawals as non-annuity
payments for income tax purposes as discussed above.

EARNINGS ENHANCEMENT BENEFIT

In order to enhance the amount of the death benefit to be paid at the owner's
death, you may purchase an Earnings enhancement benefit rider for your NQ
contract. Although we regard this benefit as an investment protection feature
which is part of the contract and which should have no adverse tax effect, it
is possible that the IRS could take a contrary position or assert that the
Earnings enhancement benefit rider is not part of the contract. In such a case,
the charges for the Earnings enhancement benefit rider could be treated for
federal income tax purposes as a partial withdrawal from the contract. If this
were so, such a deemed withdrawal could be taxable, and for contract owners
under age 59 1/2, also subject to a tax penalty. Were the IRS to take this
position, AXA Equitable would take all reasonable steps to attempt to avoid
this result, which could include amending the contract (with appropriate notice
to you).

TAX INFORMATION

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:

.. 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.

.. 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.

In some cases you may make a tax-deferred 1035 exchange from a nonqualified
deferred annuity contract to a "qualified long-term care contract" meeting all
specified requirements under the Code or an annuity contract with a "qualified
long-term care contract" feature (sometimes referred to as a "combination
annuity" contract).

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 purchase or contribute to another nonqualified
deferred annuity contract on a tax-deferred basis. If requirements are met, the
owner may also directly transfer amounts from a nonqualified deferred annuity
contract to a "qualified long-term care contract" or "combination annuity" in
such a partial 1035 exchange transaction. Special forms, agreement between the
carriers, and provision of cost basis information may be required to process
this type of an exchange.

Even if the contract owner and the insurance companies agree that a full or
partial 1035 exchange is intended, the IRS has the ultimate authority to review
the facts and determine that the transaction should be recharacterized as
taxable in whole or in part.

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:

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. in the form of substantially equal periodic annuity payments for your life
(or life expectancy), or the joint lives (or joint life expectancy) of you
and a beneficiary, in accordance with IRS formulas. We do not anticipate
that Guaranteed annual withdrawals made under the Guaranteed withdrawal
benefit for life's Maximum or Customized payment plan or taken as partial
withdrawals will qualify for this exception if made before age 59 1/2.

ADDITIONAL TAX ON NET INVESTMENT INCOME

Taxpayers who have modified adjusted gross income ("MAGI") over a specified
amount and who also have specified net investment income may have to pay an
additional surtax of 3.8% for taxable years beginning after December 31, 2012.
(This tax has been informally referred to as the "Medicare Tax.") For this
purpose net investment income includes distributions from and payments under
nonqualified annuity contracts. The threshold amount of MAGI varies by filing
status: $200,000 for single filers; $250,000 for married taxpayers filing
jointly, and $125,000 for married taxpayers filing separately. The tax applies
to the lesser of a) the amount of MAGI over the applicable threshold amount or
b) the net investment income. You should discuss with your tax adviser the
potential effect of this tax.

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 taxable 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. 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 the right only to choose among the Portfolios, and
must have no right to direct the particular investment decisions within the
Portfolios.

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.

TAX INFORMATION

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/or 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:

.. Traditional IRAs, typically funded on a pre-tax basis; and

.. 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. You may have
purchased the contract as a traditional IRA or Roth IRA. We also offered
Inherited IRA contracts for payment of post-death required minimum
distributions from traditional IRAs and Roth IRAs, respectively, in all
Accumulator(R) Series contracts except Accumulator(R) Plus/SM/.

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 contract. 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 any
variable income annuitization option payments (as opposed to payments from a
fixed income annuitization option).

AXA Equitable has not applied for an opinion letter approving the respective
forms of the traditional IRA and Roth IRA contracts for use as a traditional
and Roth IRA, respectively. AXA Equitable has received opinion letters from the
IRS approving the respective forms of the Accumulator(R) Series Inherited IRA
beneficiary continuation contract for use as a traditional inherited IRA or
inherited 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. The contracts submitted for IRS approval do
not include every feature possibly available under the Accumulator(R) Series
traditional Inherited IRA and Inherited Roth IRA contracts.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

This is provided for informational purposes only. Since the contracts are no
longer available to new purchasers, this cancellation provision is no longer
applicable.

You can cancel any version of the Accumulator(R) Series IRA contract
(traditional IRA or Roth IRA) by following the directions in ''Your right to
cancel within a certain number of days'' under ''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:

.. ''regular'' contributions out of earned income or compensation; or

.. tax-free ''rollover'' contributions; or

.. 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 your contract must have been a direct transfer or
rollover, because the minimum initial contribution required to purchase an
Accumulator(R) Elite/SM/, Accumulator(R) Plus/SM/ or Accumulator(R) Select/SM/
contract was greater than the maximum regular IRA contribution permitted for a
taxable year. If permitted under your contract, subsequent contributions may
also be regular contributions out of compensation.

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, $5,500 is the maximum amount that you may
contribute to all IRAs (traditional IRAs and Roth IRAs) for 2013, after
adjustment for cost-of-living changes. When your earnings are below $5,500,
your earned income or compensation for the year is the most you can contribute.
This limit does not apply to rollover contributions or direct
custodian-to-custodian transfers into a traditional IRA. You cannot make
regular traditional IRA contributions for the tax year in which you reach age
70 1/2 or any tax year after that.

TAX INFORMATION

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 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 $5,500, married individuals filing jointly can contribute up
to $11,000 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
$5,500 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 $5,500 or 100% of ''earned income'' to a
traditional IRA for a non-working spouse until the year in which the
non-working 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 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 non-working spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year ($5,500 for 2013 after
adjustment). The dollar limit is $1,000 higher for people eligible to make age
50-70 1/2 ''catch-up'' contributions ($6,500 for 2013). 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'' later
in this section for more information.

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 taxable 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":

.. qualified plans;

.. governmental employer 457(b) plans;

.. 403(b) plans; and

.. 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. A non-spousal death beneficiary may also be able to
make a direct rollover to an inherited IRA contract with special rules and
restrictions under certain circumstances.

There are two ways to do rollovers:

.. 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.

.. 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:

.. "required minimum distributions" after age 70 1/2 or retirement from
service with the employer; or

TAX INFORMATION

.. 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

.. substantially equal periodic payments made for a specified period of 10
years or more; or

.. hardship withdrawals; or

.. corrective distributions that fit specified technical tax rules; or

.. loans that are treated as distributions; or

.. death benefit payments to a beneficiary who is not your surviving spouse; or

.. 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 section
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:

.. regular contributions of more than the maximum regular contribution amount
for the applicable taxable year; or

.. regular contributions to a traditional IRA made after you reach age 70 1/2;
or

.. 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 IRS 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 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:

.. the amount received is a withdrawal of certain excess contributions, as
described in IRS Publication 590; or

.. 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

TAX INFORMATION

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(b) 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(b) 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.

Certain distributions from IRAs directly transferred to charitable
organizations may be tax-free to IRA owners age 70 1/2 or older if made by
December 31, 2013.

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, guaranteed benefits. This could increase the amount
required to be distributed from the contracts 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 1st - April 1st). 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.

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
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.

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.

TAX INFORMATION

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 earlier 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 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 on or after your death; or

.. made because you are disabled (special federal income tax definition); or

.. used to pay certain extraordinary medical expenses (special federal income
tax definition); or

.. used to pay medical insurance premiums for unemployed individuals (special
federal income tax definition); or

.. used to pay certain first-time home buyer expenses (special federal income
tax definition; $10,000 lifetime total limit for these distributions from
all your traditional and Roth IRAs); or

.. used to pay certain higher education expenses (special federal income tax
definition); or

.. 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. We do not anticipate that Guaranteed annual
withdrawals made under the Guaranteed withdrawal benefit for life's Maximum
or Customized payment plan or taken as partial withdrawals will qualify for
this exception if made before age 59 1/2.

Please note that it is your responsibility to claim the penalty exception on
your own income tax return and to document eligibility for the exception to the
IRS.

To meet the substantially equal periodic payments exception, you could elect
the substantially equal withdrawals option. See

TAX INFORMATION

"Substantially equal withdrawals" under "Accessing your money" earlier in the
Prospectus. We will calculate the substantially equal annual payments using
your choice of IRS-approved methods we offer. Although substantially equal
withdrawals are not subject to the 10% penalty tax, they are taxable as
discussed in "Withdrawals, payments and transfers of funds out of traditional
IRAs" earlier in this section. Once substantially equal withdrawals begin, the
distributions should not be stopped or changed until after the later of your
reaching age 59 1/2 or five years after the date of the first distribution, or
the penalty tax, including an interest charge for the prior penalty avoidance,
may apply to all prior distributions under either option. Also, it is possible
that the IRS could view any additional withdrawal or payment you take from, or
any additional contributions or transfers you make to, your contract as
changing your pattern of substantially equal withdrawals or Income Manager(R)
payments for purposes of determining whether the penalty applies.

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 individual
retirement annuities (traditional IRAs)."

The Accumulator(R) Series Roth IRA contract is designed to qualify as a Roth
individual retirement annuity 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:

.. regular after-tax contributions out of earnings; or

.. taxable rollover contributions from traditional IRAs or other eligible
retirement plans ("conversion rollover" contributions); or

.. tax-free rollover contributions from other Roth individual retirement
arrangements or designated Roth accounts under defined contribution plans;
or

.. tax-free direct custodian-to-custodian transfers from other Roth IRAs
("direct transfers").

Regular after-tax, direct transfer and rollover contributions may be made to a
Roth IRA contract. See "Rollovers and direct transfer contributions to Roth
IRAs" later in this section for more information. 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.

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, $5,500 is the maximum amount that you may
contribute to all IRAs (traditional IRAs and Roth IRAs) for 2013, after
adjustment for cost-of-living changes. This limit does not apply to rollover
contributions or direct custodian-to-custodian transfers into a Roth IRA. Any
contributions to Roth IRAs reduce your ability to contribute to traditional
IRAs and vice versa. When your earnings are below $5,500, 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 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.

ROLLOVERS 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:

.. another Roth IRA;

.. 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");

.. a "designated Roth contribution account" under a 401(k) plan, 403(b) plan,
or governmental employer Section 457(b) plan (direct or 60-day); or

TAX INFORMATION

.. 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.

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 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 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 of your
contract and annuity payments from your contract. Death benefits are also
distributions.

TAX INFORMATION

Like traditional IRAs, taxable distributions from a Roth IRA are not entitled
to 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:

.. rollovers from a Roth IRA to another Roth IRA;

.. direct transfers from a Roth IRA to another Roth IRA;

.. qualified distributions from a Roth IRA; and

.. 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
includible in income:

.. you are age 59 1/2 or older; or

.. you die; or

.. you become disabled (special federal income tax definition); or

.. 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 amount distributed, distributions and contributions
are aggregated or grouped, then added together as follows:

(1)All distributions made during the year from all Roth IRAs you maintain --
with 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 DURING LIFE

Lifetime required minimum distributions 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.

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 TO ROTH IRAS

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
and specified tax-favored savings or retirement plans or arrangements. 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

TAX INFORMATION

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:

.. We might have to withhold and/or report on amounts we pay under a free look
or cancellation.

.. 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 includible in your gross income. This may result in tax
being withheld even though the Roth IRA distribution is ultimately not
taxable.

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. Generally, an election out of
federal withholding will also be considered an election out of state
withholding. In some states, you may elect out of state withholding, even if
federal withholding applies. In some states, the income tax withholding is
completely independent of federal income tax 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 includible in gross income.

As described below, there is no election out of federal income tax withholding
if the payment is an eligible rollover distribution from a qualified plan or
TSA contract. If a non-periodic distribution from a qualified plan or TSA
contract is not an eligible rollover distribution then election out is
permitted. If there is no election out, the 10% withholding rate applies.

SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS

The plan administrator is responsible for making all required notifications on
tax matters to plan participants and to the IRS. See Appendix II at the end of
this Prospectus.

MANDATORY WITHHOLDING FROM TSA CONTRACTS AND QUALIFIED PLAN DISTRIBUTIONS

Unless the distribution is directly rolled over to another eligible retirement
plan, eligible rollover distributions from TSA contracts and qualified plans
are subject to mandatory 20% withholding. The plan administrator is responsible
for withholding from qualified plan distributions and communicating to the
recipient whether the distribution is an eligible rollover distribution.

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.

We are entitled to certain tax benefits related to the investment of company
assets, including assets of the separate account. These tax benefits, which may
include the foreign tax credit and the corporate dividends received deduction,
are not passed back to you, since we are the owner of the assets from which tax
benefits may be derived.

TAX INFORMATION

8. 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 in 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;

(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; and

(8)to terminate transfers to any of the variable investment options and to
limit the number of variable investment options you may elect.

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 THE TRUSTS

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

The Trusts do not impose sales charges or ''loads'' for buying and selling
their shares. All dividends and other distributions on the Trusts' shares are
reinvested in full. The Board of Trustees of each Trust may establish
additional Portfolios or eliminate existing Portfolios at any time. More
detailed information about each Trust, its Portfolio investment objectives,
policies, restrictions, risks, expenses, its Rule 12b-1 Plans, and other
aspects of its operations, appears in the prospectuses for each Trust, which
generally accompany this Prospectus, or in their respective SAIs, which are
available upon request.

ABOUT OUR FIXED MATURITY OPTIONS

RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE

We can determine the amount required to be allocated to one or more fixed
maturity options in order to produce specified maturity values. For example, we
can tell you how much you need to allocate per $100 of maturity value.

Fixed maturity option rates are determined daily. The rates in the table below
are illustrative only and will most likely differ from the rates applicable at
time of purchase. Current fixed maturity option rates can be obtained from your
financial professional.

The rates to maturity for new allocations as of February 15, 2013 and the
related price per $100 of maturity value were as shown below.

-------------------------------------------------------
FIXED MATURITY
OPTIONS WITH
FEBRUARY 15TH
MATURITY DATE OF RATE TO MATURITY AS PRICE PER $100 OF
MATURITY YEAR OF FEBRUARY 15, 2013 MATURITY VALUE
-------------------------------------------------------

MORE INFORMATION

2017 3.00%/(1)/ $88.84
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2018 3.00%/(1)/ $86.25
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2019 3.00%/(1)/ $83.74
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2020 3.00%/(1)/ $81.30
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2021 3.00%/(1)/ $78.93
-------------------------------------------------------
2022 3.00%/(1)/ $76.63
-------------------------------------------------------
2023 3.10% $73.68
-------------------------------------------------------

(1)Since these rates to maturity are 3%, no amounts could have been allocated
to these options.

HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT

We use the following procedure to calculate the market value adjustment
(positive or negative) we make if you withdraw any of your value from a fixed
maturity option before its maturity date.

(1)We determine the market adjusted amount on the date of the withdrawal as
follows:

(a)We determine the fixed maturity amount that would be payable on the
maturity date, using the rate to maturity for the fixed maturity option.

(b)We determine the period remaining in your fixed maturity option (based on
the withdrawal date) and convert it to fractional years based on a
365-day year. For example, three years and 12 days becomes 3.0329.

(c)We determine the current rate to maturity for your fixed maturity option
based on the rate for a new fixed maturity option issued on the same date
and having the same maturity date as your fixed maturity option; if the
same maturity date is not available for new fixed maturity options, we
determine a rate that is between the rates for new fixed maturity option
maturities that immediately precede and immediately follow your fixed
maturity option's maturity date.

(d)We determine the present value of the fixed maturity amount payable at
the maturity date, using the period determined in (b) and the rate
determined in (c).

(2)We determine the fixed maturity amount as of the current date.

(3)We subtract (2) from the result in (1)(d). The result is the market value
adjustment applicable to such fixed maturity option, which may be positive
or negative.

If you withdraw only a portion of the amount in a fixed maturity option, the
market value adjustment will be a percentage of the market value adjustment
that would have applied if you had withdrawn the entire value in that fixed
maturity option. This percentage is equal to the percentage of the value in the
fixed maturity option that you are withdrawing. Any withdrawal charges that are
deducted from a fixed maturity option will result in a market value adjustment
calculated in the same way. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM/ contracts. See Appendix III at the end of this
Prospectus for an example.

For purposes of calculating the rate to maturity for new allocations to a fixed
maturity option (see (1)(c) above), we use the rate we have in effect for new
allocations to that fixed maturity option. We use this rate even if new
allocations to that option would not be accepted at that time. This rate will
not be less than 3%. If we do not have a rate to maturity in effect for a fixed
maturity option to which the ''current rate to maturity'' in (1)(c) above would
apply, we will use the rate at the next closest maturity date. If we are no
longer offering new fixed maturity options, the ''current rate to maturity''
will be determined by using a widely published index. We reserve the right to
add up to 0.25% to the current rate in (1)(c) above for purposes of calculating
the market value adjustment only.

INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

Amounts allocated to the fixed maturity options are held in a ''non-unitized''
separate account we have established under the New York Insurance Law. This
separate account provides an additional measure of assurance that we will make
full payment of amounts due under the fixed maturity options. 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 fixed maturity options,
regardless of whether assets supporting fixed maturity options are held in a
separate account or our general account.

We expect the rates to maturity for the fixed maturity options to be influenced
by, but not necessarily correspond to, among other things, the yields that we
can expect to realize on the separate account's investments from time to time.
Our current plans are to invest in fixed-income obligations, including
corporate bonds, mortgage-backed and asset-backed securities, and government
and agency issues having durations in the aggregate consistent with those of
the fixed maturity options.

Although the above generally describes our plans for investing the assets
supporting our obligations under the fixed maturity options under the
contracts, we are not obligated to invest those assets according to any
particular plan except as we may be required to by state insurance laws. We
will not determine the rates to maturity we establish by the performance of the
nonunitized separate account.

ABOUT THE GENERAL ACCOUNT

MORE INFORMATION

obligation. General account assets are also available to the insurer's general
creditors and the conduct of its routine business activities, such as the
payment of salaries, rent and other ordinary business expenses. For more
information about AXA Equitable's financial strength, you may review its
financial statements and/or check its current rating with one or more of the
independent sources that rate insurance companies for their financial strength
and stability. Such ratings are subject to change and have no bearing on the
performance of the variable investment options. You may also speak with your
financial representative.

The general account is subject to regulation and supervision by the New York
State Department of Financial Services and to the insurance laws and
regulations of all jurisdictions where we are authorized to do business.
Interests under the contracts in the general account have not been registered
and are not required to be registered under the Securities Act of 1933 because
of exemptions and exclusionary provisions that apply. The general account is
not required to register as an investment company under the Investment Company
Act of 1940 and it is not registered as an investment company under the
Investment Company Act of 1940. The contract is a ''covered security'' under
the federal securities laws.

We have been advised that the staff of the SEC has not reviewed the portions of
this Prospectus that relate to the general account. The disclosure with regard
to the general account, however, may be subject to certain provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses.

ABOUT OTHER METHODS OF PAYMENT

WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS

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
financial 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, and financial transactions are only permitted
if you request them in writing, sign the request and have it signature
guaranteed, until we receive the signed Acknowledgement of Receipt form. 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, additional contributions may be
transmitted by wire.

AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, ROLLOVER IRA, ROTH CONVERSION IRA,
FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS ONLY

You may use our automatic investment program, or ''AIP,'' to have a specified
amount automatically deducted from a checking account, money market account, or
credit union checking account and contributed as an additional contribution
into an NQ, Rollover IRA, Roth Conversion IRA, Flexible Premium IRA or Flexible
Premium Roth IRA contract on a monthly or quarterly basis. AIP is not available
for QP, Inherited IRA beneficiary continuation (traditional IRA or Roth IRA) or
Rollover TSA contracts. Please see Appendix VII later in this Prospectus to see
if the automatic investment program is available in your state.

For NQ, Rollover IRA and Roth Conversion IRA contracts, the minimum amounts we
will deduct are $100 monthly and $300 quarterly. For Flexible Premium IRA and
Flexible Premium Roth IRA contracts, the minimum amount we will deduct is $50.
Under the IRA contracts, these amounts are subject to the tax maximums. AIP
additional contributions may be allocated to any of the variable investment
options, the guaranteed interest option and available fixed maturity options,
but not the account for special dollar cost averaging (for Accumulator(R) and
Accumulator(R) Elite/SM/ contracts) or the account for special money market
dollar cost averaging (for Accumulator(R) Plus/SM/ and Accumulator(R)
Select/SM/ contracts). You choose the day of the month you wish to have your
account debited. However, you may not choose a date later than the 28th day of
the month.

For contracts with the Guaranteed withdrawal benefit for life, AIP will be
automatically terminated after the later of: (i) the end of the first contract
year, or (ii) the date the first withdrawal is taken. For contracts with PGB,
AIP will be automatically terminated at the end of the first six months.

You may cancel AIP at any time by notifying our processing office. We are not
responsible for any debits made to your account before the time written notice
of cancellation is received at our processing office.

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 con-

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ditions. 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.

.. 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.

.. A loan request under your Rollover TSA contract will be processed on the
first business day of the month following the date on which the properly
completed loan request form is received.

.. 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.

.. 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.

.. If we have entered into an agreement with your broker-dealer for automated
processing of contributions and/or transfers upon receipt of customer
order, your contribution and/or transfer will be considered received at the
time your broker-dealer receives your contribution and/or transfer 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
receiving the contribution and/or transfer. Such arrangements may apply to
initial contributions, subsequent contributions, and/or transfers, 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, CREDITS AND TRANSFERS

.. Contributions (and credits, for Accumulator(R) Plus/SM /contracts only)
allocated to the variable investment options are invested at the unit value
next determined after the receipt of the contribution.

.. Contributions (and credits, for Accumulator(R) Plus/SM /contracts only)
allocated to the guaranteed interest option will receive the crediting rate
in effect on that business day for the specified time period.

.. Contributions (and credits, for Accumulator(R) Plus/SM /contracts only)
allocated to a fixed maturity option will receive the rate to maturity in
effect for that fixed maturity option on that business day (unless a rate
lock-in is applicable).

.. Initial contributions allocated to the account for special dollar cost
averaging receive the interest rate in effect on that business day. At
certain times, we may offer the opportunity to lock in the interest rate
for an initial contribution to be received under Section 1035 exchanges and
trustee to trustee transfers. Please note that the account for special
dollar cost averaging is available to Accumulator(R) and Accumulator(R)
Elite/SM /contract owners only. Your financial professional can provide
information or you can call our processing office.

.. Transfers to or from variable investment options will be made at the unit
value next determined after the receipt of the transfer request.

.. Transfers to a fixed maturity option will be based on the rate to maturity
in effect for that fixed maturity option on the business day of the
transfer.

.. Transfers to the guaranteed interest option will receive the crediting rate
in effect on that business day for the specified time period.

.. For the interest sweep option, the first monthly transfer will occur on the
last business day of the month following the month that we receive your
election form at our processing office.

ABOUT YOUR VOTING RIGHTS

As the owner of the shares of the Trusts, we have the right to vote on certain
matters involving the Portfolios, such as:

.. the election of trustees; or

.. the formal approval of independent public accounting firms selected for
each Trust; or

.. any other matters described in the prospectus for each 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. One effect of proportional voting is
that a small number of contract owners may determine the outcome of a vote.

The Trusts sell their shares to AXA Equitable separate accounts in connection
with AXA Equitable's variable annuity and/or variable life insurance products,
and to separate accounts of insurance companies, both affiliated and
unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust
also sell their 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 each
Trust intends to monitor events to identify any material irreconcilable
conflicts that may arise and to determine what action, if any, should be taken
in response. If we believe that a Board's response insufficiently protects our
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 the Separate Account require contract owner approval,
contract owners will be entitled to one vote for each unit they

MORE INFORMATION

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 the Separate
Account, 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

If you elected the Guaranteed minimum death benefit, Guaranteed minimum income
benefit, the Earnings enhancement benefit, a PGB, and/or the Guaranteed
withdrawal benefit for life (collectively, the ''Benefit''), generally the
Benefit will automatically terminate if you change ownership of the contract or
if you assign the owner's right to change the beneficiary or person to whom
annuity payments will be made. The Benefit will not terminate if the ownership
of the contract is transferred from a non-natural owner to an individual but
the contract will continue to be based on the annuitant's life. The Benefit
will also not terminate if you transfer your individually-owned contract to a
trust held for your (or your and your immediate family's) benefit; the Benefit
will continue to be based on your life. If you were not the annuitant under the
individually-owned contract, you will become the annuitant when ownership is
changed. Please speak with your financial professional for further information.

See Appendix VII later in this Prospectus for any state variations with regard
to terminating any benefits under your contract.

You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract
except by surrender to us. If your individual retirement annuity contract is
held in your custodial individual retirement account, you may only assign or
transfer ownership of such an IRA contract to yourself. Loans are not available
and you cannot assign IRA and QP contracts as security for a loan or other
obligation. Loans are available under a Rollover TSA contract only if permitted
under the sponsoring employer's plan.

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 IRA, QP or
Rollover TSA contract to another similar arrangement under Federal income tax
rules. In the case of such a transfer that involves a surrender of your
contract, we will impose a withdrawal charge, if one applies.

Loans are not available under your NQ contract.

In certain circumstances, you may collaterally assign all or a portion of the
value of your NQ contract as security for a loan with a third party lender. The
terms of the assignment are subject to our approval. The amount of the
assignment may never exceed your account value on the day prior to the date we
receive all necessary paperwork to effect the assignment. Only one assignment
per contract is permitted, and any such assignment must be made prior to the
first contract date anniversary. You must indicate that you have not purchased,
and will not purchase, any other AXA Equitable (or affiliate's) NQ deferred
annuity contract in the same calendar year that you purchase the contract.

A collateral assignment does not terminate your benefits under the contract.
However, all withdrawals, distributions and benefit payments, as well as the
exercise of any benefits, are subject to the assignee's prior approval and
payment directions. We will follow such directions until AXA Equitable receives
written notification satisfactory to us that the assignment has been
terminated. If the owner or beneficiary fails to provide timely notification of
the termination, it is possible that we could pay the assignee more than the
amount of the assignment, or continue paying the assignee pursuant to existing
directions after the collateral assignment has in fact been terminated. Our
payment of any death benefit to the beneficiary will also be subject to the
terms of the assignment until we receive written notification satisfactory to
us that the assignment has been terminated.

MORE INFORMATION

In some cases, an assignment or change of ownership may have adverse tax
consequences. See ''Tax information'' earlier in this Prospectus.

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.

HOW DIVORCE MAY AFFECT YOUR GUARANTEED BENEFITS

Our optional benefits do not provide a cash value or any minimum account value.
In the event that you and your spouse become divorced after you purchase a
contract with a guaranteed benefit, we will not divide the benefit base as part
of the divorce settlement or judgment. As a result of the divorce, we may be
required to withdraw amounts from the account value to be paid to an ex-spouse.
Any such withdrawal will be considered a withdrawal from the contract. This
means that your guaranteed benefit will be reduced and a withdrawal charge may
apply.

HOW DIVORCE MAY AFFECT YOUR JOINT LIFE GWBL

If you purchased the GWBL on a Joint Life basis and subsequently get divorced,
your ex-spouse will not be eligible to receive payments under the GWBL. We will
divide the contract in accordance with the divorce decree and replace the
original contract with two single life contracts. The GWBL benefit base will
not be split.

If the division of the contract occurs before any withdrawal has been made, the
GWBL charge under the new contracts will be on a single life basis. The
Applicable percentage for your guaranteed annual withdrawal amount will be
based on each respective individual's age at the time of the first withdrawal
and any subsequent Annual Ratchet.

If the division of the contract occurs after any withdrawal has been made,
there is no change to either the GWBL charge (the charge will remain a Joint
Life charge for each contract) or the Applicable percentage. The Applicable
percentage that was in effect at the time of the split of the contracts may
increase at the time an Annual Ratchet occurs based on each respective
individual's age under their respective new contract.

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 No. 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
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.
AXA Equitable may also make additional payments to the Distributors, and the
Distributors may, in turn, make additional payments to certain Selling
broker-dealers. All payments will be in compliance with all applicable FINRA
rules and other laws and regulations.

Although AXA Equitable takes into account all of its distribution and other
costs in establishing the level of fees and charges under its contracts, none
of the compensation paid to the Distributors or the Selling broker-dealers
discussed in this section of the Prospectus are imposed as separate fees or
charges under your contract. AXA Equitable, however, intends to recoup amounts
it pays for distribution and other services through the fees and charges of the
contract and payments it receives for providing administrative, distribution
and other services to the Portfolios. For information about the fees and
charges under the contract, see ''Fee table'' and ''Charges and expenses''
earlier in this Prospectus.

AXA ADVISORS COMPENSATION. AXA Equitable pays compensation to AXA Advisors
based on contributions made on the contracts sold through AXA Advisors
(''contribution-based compensation''). The contribution-based compensation will
generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may
pay a portion of the contribution-based compensation received from AXA
Equitable to the AXA Advisors financial professional and/or the Selling
broker-dealer making the sale. In some instances, a financial professional or a
Selling broker-dealer may elect to receive reduced contribution-based
compensation on a contract in combination with ongoing annual compensation of
up to 1.20% 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 compensation
paid by AXA Advisors varies among financial professionals and among Selling
broker-dealers. AXA Advisors also pays a portion of the compensation it
receives to its managerial personnel. When a contract is sold by a Selling
broker-dealer, the Selling broker-dealer, not AXA Advisors, determines the
amount and type of compensation paid to the Selling broker-dealer's financial
professional for the sale of the contract. Therefore, you should contact your
financial professional for information about the compensation he or she
receives and any related incentives, as described below.

AXA Advisors may receive compensation, and, in turn, pay its financial
professionals a portion of such fee, from third party investment advisors to
whom its financial professionals refer customers for professional management of
the assets within their contract.

MORE INFORMATION

AXA Advisors also pays its financial professionals and managerial personnel
other types of compensation including service fees, expen allowance payments
and health and retirement benefits. AXA Advisors also pays its financial
professionals, managerial personnel and Selling broker-dealers sales bonuses
(based on selling certain products during specified periods) and persistency
bonuses. AXA Advisors may offer sales incentive programs to financial
professionals and Selling broker-dealers who meet specified production levels
for the sales of both AXA Equitable contracts and contracts offered by other
companies. These incentives provide non-cash compensation such as stock options
awards and/or stock appreciation rights, expense-paid trips, expense-paid
education seminars and merchandise.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of contribution-based compensation and/or
asset-based compensation for the sale of an AXA Equitable contract than it pays
for the sale of a contract or other financial product issued by a company other
than AXA Equitable. AXA Advisors may pay higher compensation on certain
products in a class than others based on a group or sponsored arrangement, or
between older and newer versions or series of the same contract. This practice
is known as providing ''differential compensation.'' Differential compensation
may involve other forms of compensation to AXA Advisors personnel. Certain
components of the compensation paid to managerial personnel are based on
whether the sales involve AXA Equitable contracts. Managers earn higher
compensation (and credits toward awards and bonuses) if the financial
professionals they manage sell a higher percentage of AXA Equitable contracts
than products issued by other companies. Other forms of compensation provided
to its financial professionals include health and retirement benefits, expense
reimbursements, marketing allowances and contribution-based payments, known as
''overrides.'' For tax reasons, AXA Advisors financial professionals qualify
for health and retirement benefits based solely on their sales of AXA Equitable
contracts and products sponsored by affiliates.

The fact that AXA Advisors financial professionals receive differential
compensation and additional payments may provide an incentive for those
financial professionals to recommend an AXA Equitable contract over a contract
or other financial product issued by a company not affiliated with AXA
Equitable. However, under applicable rules of FINRA, AXA Advisors financial
professionals may only recommend to you products that they reasonably believe
are suitable for you based on the facts that you have disclosed as to your
other security holdings, financial situation and needs. In making any
recommendation, financial professionals of AXA Advisors may nonetheless face
conflicts of interest because of the differences in compensation from one
product category to another, and because of differences in compensation among
products in the same category. For more information, contact your financial
professional.

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays contribution-based and
asset-based compensation (together ''compensation'') to AXA Distributors.
Contribution-based compensation is paid based on AXA Equitable contracts sold
through AXA Distributor's Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributor's Selling broker-dealers. Contribution-based compensation will
generally not exceed 7.50% 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 the contract in combination with
annual asset-based compensation of up to 1.25% of the account value of the
contract sold. 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.

The Selling broker-dealer, not AXA Distributors, determines the amount and type
of compensation paid to the Selling broker-dealer's financial professional for
the sale of the contract. Therefore, you should contact your financial
professional for information about the compensation he or she receives and any
related incentives, such as differential compensation paid for various products.

AXA Equitable also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of AXA Equitable's distribution
agreements with AXA Distributors.

ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. The
Distributors may pay, out of its assets, certain Selling broker-dealers and
other financial intermediaries additional compensation in recognition of
services provided or expenses incurred. AXA Distributors may also pay certain
Selling broker-dealers or other financial intermediaries additional
compensation for enhanced marketing opportunities and other services (commonly
referred to as ''marketing allowances''). Services for which such payments are
made may include, but are not limited to, the preferred placement of AXA
Equitable products on a company and/or product list; sales personnel training;
product training; business reporting; technological support; due diligence and
related costs; advertising, marketing and related services; conference; and/or
other support services, including some that may benefit the contract owner.
Payments may be based on ongoing sales, on the aggregate account value
attributable to contracts sold through a Selling broker-dealer or such payments
may be a fixed amount. For certain selling broker-dealers, AXA Distributors
increases the marketing allowance as certain sales thresholds are met. AXA
Distributors may also make fixed payments to Selling broker-dealers, for
example in connection with the initiation of a new relationship or the
introduction of a new product.

Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of AXA Equitable products, AXA Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as ''compensation enhancements''). AXA
Distributors also has entered into agreements with certain selling
broker-dealers in which the selling broker-dealer agrees to sell certain AXA
Equitable contracts exclusively.

MORE INFORMATION

These additional payments may serve as an incentive for Selling broker-dealers
to promote the sale of AXA Equitable contracts over contracts and other
products issued by other companies. Not all Selling broker-dealers receive
additional payments, and the payments vary among Selling broker-dealers. The
list below includes the names of Selling broker-dealers that we are aware (as
of December 31, 2012) received additional payments. These additional payments
ranged from $200 to $5,352,846. AXA Equitable and its affiliates may also
have other business relationships with Selling broker-dealers, which may
provide an incentive for the Selling broker-dealers to promote the sale of AXA
Equitable contracts over contracts and other products issued by other
companies. The list below includes any such Selling broker-dealer. For more
information, ask your financial professional.

1st Global Capital Corporation
Allstate Financial Services
American Portfolios Financial Services
Ameriprise Financial Services, Inc.
Ash Brokerage Corporation
BBVA Compass Investment Solutions, Inc.
CCO Investment Services Corporation
Centaurus Financial, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUSO Financial Services, L.P.
Farmers Financial Solutions
Financial Network Investment Corporation
First Allied Securities, Inc.
First Citizens Investor Services, Inc.
First Tennessee Brokerage, Inc.
Geneos Wealth Management, Inc.
H.D. Vest Investment Securities, Inc.
Harvest Capital, LLC
ING Financial Partners
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
James T. Borello & Co.
Janney Montgomery Scott, LLC
Key Investment Services, LLC
LPL Financial Corporation
Lucia Securities
Meridian Financial Group
Merrill Lynch Life Agency Inc.
Morgan Keegan & Co., Inc.
Morgan Stanley Smith Barney
Multi-Financial Securities Corporation
National Planning Holdings, Inc.
Next Financial Group, Inc.
NFP Securities, Inc.
PNC Investments
Prime Capital Services
PrimeVest Financial Services, Inc.
Raymond James Financial Services
RBC Capital Markets Corporation
Robert W Baird & Company
Securities America, Inc.
Stifel, Nicolaus & Company, Inc.
Summit Brokerage Services, Inc
SunTrust Investments
The Advisor Group
Transamerica Financial Advisors, Inc.
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
Wells Fargo Network

MORE INFORMATION

9. Incorporation of certain documents by reference

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AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2012 (the ''Annual Report'') is considered to be part of this Prospectus
because it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washing-ton, 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 fixed maturity 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Appendix I: Condensed financial information

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

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 49 with the same daily asset charges of
1.30%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

Effective 1/1/2013, the net assets attributable to certain contracts funded by
Separate Account No. 49 were transferred to Separate Account No. 70. Units were
redeemed from the Variable Investment Options of Separate Account No. 49, and
the holders of such units were then issued units of the corresponding Variable
Investment Options of Separate Account No. 70. Whether your contract remains in
Separate Account No. 49 or was moved to Separate Account No. 70, your number of
units, unit values, charges and share class were the same on the date of the
transfer. The correlating adjustment in the number of units will be reflected
in 2013's condensed financial information.

-----------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006
-----------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION
-----------------------------------------------------------------------------------------------------
Unit value $ 12.62 $ 11.20 $ 12.27 $ 10.99 $ 8.75 $ 14.58 $ 13.91
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 50,003 53,670 56,888 58,442 49,051 25,941 4,973
-----------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
-----------------------------------------------------------------------------------------------------
Unit value $ 12.52 $ 12.13 $ 12.06 $ 11.39 $ 10.51 $ 11.97 $ 11.46
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 29,364 27,990 27,081 27,962 16,158 4,306 590
-----------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
-----------------------------------------------------------------------------------------------------
Unit value $ 12.67 $ 11.96 $ 12.20 $ 11.34 $ 10.04 $ 12.62 $ 12.12
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 24,316 25,466 27,334 27,256 17,697 6,473 1,414
-----------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
-----------------------------------------------------------------------------------------------------
Unit value $ 12.82 $ 11.94 $ 12.39 $ 11.42 $ 9.89 $ 13.27 $ 12.65
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 111,818 118,023 126,015 127,613 84,689 37,645 8,363
-----------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
-----------------------------------------------------------------------------------------------------
Unit value $ 13.55 $ 12.31 $ 13.12 $ 11.92 $ 9.90 $ 14.71 $ 14.01
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 147,400 159,713 169,708 175,685 141,905 75,948 17,150
-----------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
-----------------------------------------------------------------------------------------------------
Unit value $ 17.72 $ 15.53 $ 15.84 $ 12.04 $ 8.99 $ 16.46 $ 14.29
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,306 3,319 3,127 2,475 2,070 1,013 213
-----------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE CORE
-----------------------------------------------------------------------------------------------------
Unit value $ 10.25 $ 8.89 $ 9.96 $ 8.12 $ 6.42 $ 9.76 $ 10.82
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,707 3,890 3,834 3,612 2,521 1,033 123
-----------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
-----------------------------------------------------------------------------------------------------
Unit value $ 13.78 $ 12.29 $ 12.85 $ 11.59 $ 9.02 $ 14.40 $ 14.42
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,292 9,486 8,518 7,088 3,987 1,992 385
-----------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
-----------------------------------------------------------------------------------------------------
Unit value $ 2.72 $ 2.34 $ 2.38 $ 2.09 $ 1.90 $ 2.84 $ 2.77
-----------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 16,909 15,306 13,840 12,019 8,373 3,300 989
-----------------------------------------------------------------------------------------------------

I-1

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

-----------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006
-----------------------------------------------------------------------------------------------

EQ/CALVERT SOCIALLY RESPONSIBLE
-----------------------------------------------------------------------------------------------
Unit value $ 11.69 $ 10.14 $ 10.25 $ 9.23 $ 7.14 $ 13.22 $11.94
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 596 595 731 723 594 324 101
-----------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
-----------------------------------------------------------------------------------------------
Unit value $ 14.30 $ 12.34 $ 12.02 $ 10.52 $ 8.11 $ 13.61 $13.57
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,211 3,141 3,105 3,080 2,728 2,267 276
-----------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
-----------------------------------------------------------------------------------------------
Unit value $ 12.68 $ 11.11 $ 11.20 $ 9.79 $ 7.73 $ 13.94 $13.65
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,761 6,092 6,298 6,300 3,919 2,328 869
-----------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
-----------------------------------------------------------------------------------------------
Unit value $ 11.05 $ 10.85 $ 10.49 $ 10.05 $ 9.91 $ 11.03 $10.84
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 11,514 10,017 10,201 9,215 3,840 3,598 1,106
-----------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
-----------------------------------------------------------------------------------------------
Unit value $ 10.01 $ 9.06 $ 9.63 $ 8.73 $ 6.67 $ 11.11 $10.85
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 7,086 7,529 8,228 8,363 7,157 3,823 406
-----------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
-----------------------------------------------------------------------------------------------
Unit value $ 13.98 $ 12.29 $ 12.27 $ 10.87 $ 8.75 $ 14.14 $13.65
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,443 9,406 9,058 8,430 4,505 2,496 553
-----------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
-----------------------------------------------------------------------------------------------
Unit value $ 13.51 $ 11.98 $ 12.94 $ 11.38 $ 9.02 $ 15.30 $13.60
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 8,557 9,338 10,227 11,370 10,424 5,402 1,416
-----------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE BALANCED
-----------------------------------------------------------------------------------------------
Unit value $ 10.85 $ 9.89 $ 10.01 $ 9.11 $ 7.07 $ 10.51 $10.43
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,124 8,799 9,074 9,627 8,899 7,144 828
-----------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
-----------------------------------------------------------------------------------------------
Unit value $ 8.75 $ 7.73 $ 8.19 $ 7.52 $ 5.93 $ 9.52 --
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 44,245 47,962 51,107 53,600 48,476 21,512 --
-----------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
-----------------------------------------------------------------------------------------------
Unit value $ 12.84 $ 12.36 $ 12.36 $ 11.42 $ 9.92 $ 11.67 $11.43
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,496 2,756 2,379 2,024 1,668 1,148 231
-----------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
-----------------------------------------------------------------------------------------------
Unit value $ 64.35 $ 55.32 $ 58.08 $ 44.36 $ 31.77 $ 46.43 $43.04
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,397 2,477 2,518 2,346 1,862 981 156
-----------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
-----------------------------------------------------------------------------------------------
Unit value $ 12.57 $ 12.28 $ 11.92 $ 11.36 $ 11.29 $ 10.74 $ 9.95
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,539 5,806 5,692 5,026 4,266 1,405 316
-----------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
-----------------------------------------------------------------------------------------------
Unit value $ 23.82 $ 20.63 $ 23.84 $ 21.67 $ 14.63 $ 34.76 $24.80
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,796 6,176 6,593 6,856 5,722 2,799 625
-----------------------------------------------------------------------------------------------

I-2

APPENDIX I: CONDENSED FINANCIAL INFORMATION

------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------
2012 2011 2010 2009 2008 2007 2006
------------------------------------------------------------------------------------------

EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------
Unit value $ 11.38 $11.42 $10.99 $10.68 $11.07 $10.83 $10.27
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,806 5,722 4,344 4,131 2,411 353 63
------------------------------------------------------------------------------------------
EQ/INTERNATIONAL CORE PLUS
------------------------------------------------------------------------------------------
Unit value $ 14.28 $12.44 $15.18 $14.08 $10.54 $19.36 $17.03
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,469 5,782 5,762 5,399 3,339 1,892 625
------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------
Unit value $ 12.54 $10.93 $12.61 $12.14 $ 9.68 $19.90 $18.04
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,533 6,997 7,476 7,762 7,019 4,042 800
------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE PLUS
------------------------------------------------------------------------------------------
Unit value $ 14.25 $12.29 $14.85 $14.19 $11.04 $19.62 $18.04
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,356 4,719 4,897 4,627 3,778 2,421 590
------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------
Unit value $ 13.12 $11.45 $12.24 $11.05 $ 8.46 $14.23 $14.59
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,604 1,715 1,627 1,315 893 648 104
------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
------------------------------------------------------------------------------------------
Unit value $ 13.09 $11.53 $12.20 $10.82 $ 8.67 $14.03 $13.69
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 688 704 636 588 365 162 37
------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------
Unit value $ 15.33 $13.54 $13.40 $11.71 $ 8.71 $13.84 $12.31
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,095 2,019 1,820 1,648 1,472 881 180
------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
------------------------------------------------------------------------------------------
Unit value $ 14.51 $12.93 $13.60 $12.04 $ 9.04 $14.83 $13.00
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,339 4,629 1,994 1,863 1,333 747 58
------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------
Unit value $ 6.71 $ 5.83 $ 5.92 $ 5.24 $ 4.45 $10.42 $11.22
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,475 7,147 3,116 2,573 1,673 1,065 314
------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
------------------------------------------------------------------------------------------
Unit value $ 11.37 $ 9.94 $10.61 $ 9.54 $ 8.03 $14.35 $15.23
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,186 4,541 4,942 5,376 5,760 5,014 1,142
------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
------------------------------------------------------------------------------------------
Unit value $ 12.62 $11.08 $12.27 $10.91 $ 8.81 $12.92 $11.83
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,932 3,229 2,940 2,462 1,142 524 92
------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------
Unit value $ 6.85 $ 5.80 $ 6.58 $ 5.80 $ 4.28 $ 7.26 $ 6.33
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 10,153 9,722 8,917 7,396 5,559 3,231 363
------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------
Unit value $ 14.87 $12.87 $13.36 $10.76 $ 8.00 $15.98 $14.99
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,124 5,047 5,233 5,325 3,947 2,442 587
------------------------------------------------------------------------------------------

I-3

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

---------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------
2012 2011 2010 2009 2008 2007 2006
---------------------------------------------------------------------------------------------

EQ/MID CAP VALUE PLUS
---------------------------------------------------------------------------------------------
Unit value $ 15.36 $ 13.12 $ 14.68 $ 12.15 $ 9.06 $15.19 $15.64
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,944 7,540 8,296 9,184 1,612 1,507 506
---------------------------------------------------------------------------------------------
EQ/MONEY MARKET
---------------------------------------------------------------------------------------------
Unit value $ 10.12 $ 10.26 $ 10.39 $ 10.53 $10.67 $10.58 $10.24
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,061 5,652 5,496 8,093 6,707 1,895 702
---------------------------------------------------------------------------------------------
EQ/MONTAG & CALDWELL GROWTH
---------------------------------------------------------------------------------------------
Unit value $ 2.41 $ 2.17 $ 2.13 $ 2.00 $ 1.56 $ 2.36 $ 1.98
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,495 9,729 9,473 9,924 9,857 2,099 449
---------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
---------------------------------------------------------------------------------------------
Unit value $ 16.59 $ 15.46 $ 16.97 $ 13.00 $ 8.38 $16.12 $13.35
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,514 5,727 5,277 4,560 3,390 1,545 298
---------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
---------------------------------------------------------------------------------------------
Unit value $ 9.52 $ 8.45 $ 8.96 $ 8.11 $ 6.57 $10.75 $10.71
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,269 4,724 5,245 5,808 5,798 5,018 666
---------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
---------------------------------------------------------------------------------------------
Unit value $ 11.28 $ 9.50 $ 10.53 $ 9.26 $ 6.77 $11.58 $11.10
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,026 5,123 4,348 3,449 2,631 1,541 158
---------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
---------------------------------------------------------------------------------------------
Unit value $ 9.37 $ 9.36 $ 9.50 $ 9.54 $ 8.95 $ 9.45 $ 8.59
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 15,752 16,930 17,862 18,851 9,821 3,197 841
---------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
---------------------------------------------------------------------------------------------
Unit value $ 11.34 $ 11.20 $ 11.21 $ 10.69 $10.21 $11.07 $10.73
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,910 6,495 5,967 4,912 1,880 1,453 364
---------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
---------------------------------------------------------------------------------------------
Unit value $ 15.63 $ 13.70 $ 14.46 $ 11.64 $ 9.35 $14.39 $14.85
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,556 4,801 5,026 4,873 2,215 1,354 370
---------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
---------------------------------------------------------------------------------------------
Unit value $ 7.07 $ 6.02 $ 6.22 $ 5.42 $ 3.85 $ 6.75 $ 6.37
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 11,236 10,315 9,277 7,194 2,900 1,437 154
---------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
---------------------------------------------------------------------------------------------
Unit value $ 9.23 $ 7.84 $ 8.66 $ 8.13 $ 6.33 $10.84 $10.76
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,757 4,890 5,019 5,026 4,870 4,461 526
---------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
---------------------------------------------------------------------------------------------
Unit value $ 2.27 $ 2.04 $ 2.13 $ 1.90 $ 1.46 $ 2.46 $ 2.47
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,858 5,726 5,355 4,312 2,891 2,349 473
---------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
---------------------------------------------------------------------------------------------
Unit value $ 11.64 $ 9.96 $ 10.30 $ 9.06 $ 7.15 $11.48 $11.93
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,044 2,990 2,995 2,994 2,784 2,074 664
---------------------------------------------------------------------------------------------

I-4

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

--------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------
2012 2011 2010 2009 2008 2007 2006
--------------------------------------------------------------------------------------------

EQ/WELLS FARGO OMEGA GROWTH
--------------------------------------------------------------------------------------------
Unit value $ 16.80 $ 14.13 $ 15.21 $13.14 $ 9.49 $13.28 $12.09
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,970 5,492 3,985 2,913 807 550 81
--------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
--------------------------------------------------------------------------------------------
Unit value $ 12.30 $ 10.91 $ 11.79 $10.16 $ 7.50 $14.25 $12.96
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,523 3,713 4,150 2,900 529 238 94
--------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
--------------------------------------------------------------------------------------------
Unit value $ 13.90 $ 13.35 $ 12.78 $12.20 $11.41 $11.28 $10.76
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 16,972 13,376 11,264 8,726 2,680 1,109 333
--------------------------------------------------------------------------------------------
MULTIMANAGER INTERNATIONAL EQUITY
--------------------------------------------------------------------------------------------
Unit value $ 13.56 $ 11.67 $ 14.41 $13.65 $10.65 $20.44 $18.42
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,570 3,762 3,852 3,873 2,606 1,524 386
--------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
--------------------------------------------------------------------------------------------
Unit value $ 12.45 $ 11.01 $ 12.04 $10.94 $ 8.36 $14.02 $13.53
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 941 992 928 759 507 349 62
--------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
--------------------------------------------------------------------------------------------
Unit value $ 14.16 $ 12.41 $ 13.31 $11.92 $ 9.83 $15.92 $15.57
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,656 2,985 3,101 3,180 2,483 1,212 264
--------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
--------------------------------------------------------------------------------------------
Unit value $ 15.01 $ 13.17 $ 14.49 $11.57 $ 8.27 $14.84 $13.44
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,105 2,147 2,136 1,900 1,229 725 212
--------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
--------------------------------------------------------------------------------------------
Unit value $ 15.94 $ 14.07 $ 16.45 $13.34 $ 9.36 $14.81 $15.00
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,825 2,972 2,689 2,341 1,300 778 224
--------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
--------------------------------------------------------------------------------------------
Unit value $ 11.74 $ 11.29 $ 10.89 $10.34 $ 9.56 $12.66 $12.44
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,228 3,669 3,634 3,205 2,102 1,768 448
--------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
--------------------------------------------------------------------------------------------
Unit value $ 4.55 $ 4.14 $ 4.98 $ 3.95 $ 2.98 $ 5.21 $ 5.09
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,860 7,121 7,726 7,492 4,840 3,439 574
--------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP VALUE
--------------------------------------------------------------------------------------------
Unit value $ 12.93 $ 11.22 $ 12.49 $10.17 $ 8.15 $13.29 $14.93
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,469 1,461 1,478 1,415 910 704 327
--------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
--------------------------------------------------------------------------------------------
Unit value $ 14.47 $ 12.92 $ 13.76 $11.84 $ 7.57 $14.50 $12.42
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,481 3,374 3,303 3,012 1,902 986 112
--------------------------------------------------------------------------------------------

I-5

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 49 with the same daily asset charges of
1.70%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

-------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
----------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 12.77 $ 11.38 $ 12.51 $ 11.26 $ 9.00 $ 15.05 $ 14.43 $12.45 $11.72 $10.66
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 5,804 6,354 7,808 8,367 8,484 6,377 3,109 1,519 656 32
-------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 12.06 $ 11.73 $ 11.71 $ 11.11 $ 10.29 $ 11.76 $ 11.31 $10.82 $10.74 $10.30
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 6,559 7,073 6,707 7,276 5,824 2,454 1,800 1,000 281 1
-------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 12.20 $ 11.56 $ 11.85 $ 11.05 $ 9.82 $ 12.40 $ 11.96 $11.19 $11.02 $10.41
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 4,368 4,888 4,498 4,925 4,505 2,753 3,022 2,176 414 84
-------------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 45.70 $ 42.73 $ 44.54 $ 41.22 $ 35.84 $ 48.27 $ 46.21 $42.61 $41.36 $38.70
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 3,732 3,918 4,434 4,527 4,019 3,098 2,325 1,725 893 383
-------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 13.05 $ 11.90 $ 12.74 $ 11.62 $ 9.69 $ 14.45 $ 13.82 $12.28 $11.71 $10.66
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 20,839 22,803 24,916 27,631 27,177 23,506 14,705 6,917 2,788 46
-------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 21.24 $ 18.69 $ 19.14 $ 14.61 $ 10.96 $ 20.14 $ 17.56 $16.39 $14.95 $13.34
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 427 418 455 346 421 443 462 372 312 478
-------------------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE CORE
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 9.99 $ 8.70 $ 9.79 $ 8.01 $ 6.36 $ 9.71 $ 10.81 -- -- --
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 281 379 382 380 377 421 38 -- -- --
-------------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
-------------------------------------------------------------------------------------------------------------------------
Unit value $ 21.80 $ 19.51 $ 20.49 $ 18.56 $ 14.49 $ 23.24 $ 23.37 $19.66 $19.43 $17.87
-------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 833 960 954 880 834 842 856 849 802 502
-------------------------------------------------------------------------------------------------------------------------

I-6

APPENDIX I: CONDENSED FINANCIAL INFORMATION

----------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------------

EQ/BOSTON ADVISORS EQUITY INCOME
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 6.31 $ 5.46 $ 5.57 $ 4.90 $ 4.47 $ 6.71 $ 6.59 $ 5.78 $ 5.54 --
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,840 634 806 611 730 571 504 326 15 --
----------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY RESPONSIBLE
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 8.41 $ 7.33 $ 7.44 $ 6.72 $ 5.23 $ 9.71 $ 8.81 $ 8.51 $ 7.96 $ 7.82
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 127 122 129 265 286 373 353 314 204 249
----------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 13.09 $ 11.34 $ 11.09 $ 9.74 $ 7.54 $ 12.71 $ 12.72 $ 11.55 $ 11.08 $ 10.16
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,683 1,901 2,012 2,196 2,528 3,063 1,393 1,585 1,200 776
----------------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
----------------------------------------------------------------------------------------------------------------------------
Unit value $217.02 $191.00 $193.27 $169.68 $134.51 $243.48 $239.38 $219.99 $214.55 $191.26
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 41 45 55 60 63 65 73 73 64 29
----------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 13.81 $ 13.62 $ 13.22 $ 12.71 $ 12.59 $ 14.07 $ 13.88 $ 13.57 $ 13.50 $ 13.20
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,402 1,354 1,424 1,504 1,216 1,473 1,477 1,527 1,343 1,175
----------------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 9.75 $ 8.87 $ 9.46 $ 8.61 $ 6.60 $ 11.05 $ 10.84 -- -- --
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,436 1,593 1,664 1,601 1,517 1,189 216 -- -- --
----------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 28.62 $ 25.27 $ 25.32 $ 22.52 $ 18.20 $ 29.54 $ 28.64 $ 25.31 $ 24.66 $ 22.76
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,509 1,194 1,278 1,432 1,308 1,547 1,418 1,604 1,386 1,074
----------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 15.64 $ 13.93 $ 15.10 $ 13.33 $ 10.61 $ 18.08 $ 16.13 $ 15.01 $ 13.79 $ 12.69
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,703 1,904 2,210 2,904 3,228 3,346 2,714 2,354 1,938 1,510
----------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE BALANCED
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 10.58 $ 9.68 $ 9.83 $ 8.99 $ 7.01 $ 10.45 $ 10.42 -- -- --
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 2,157 1,654 1,643 1,908 1,649 1,574 368 -- -- --
----------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
----------------------------------------------------------------------------------------------------------------------------
Unit value $ 8.55 $ 7.58 $ 8.07 $ 7.44 $ 5.89 $ 9.49 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 3,946 4,136 4,481 4,971 5,195 2,805 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------

I-7

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
---------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------

EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------
Unit value $12.67 $12.25 $12.30 $11.41 $ 9.95 $11.75 $11.56 $10.48 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 442 561 286 248 305 337 193 77 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $37.58 $32.44 $34.20 $26.23 $18.86 $27.67 $25.76 $22.05 $21.50 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 609 624 678 666 610 618 233 79 9 --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $12.21 $11.97 $11.67 $11.16 $11.14 $10.64 $ 9.90 $ 9.74 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,193 1,389 1,235 1,037 1,063 476 185 8 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $17.09 $14.86 $17.25 $15.74 $10.67 $25.45 $18.23 $13.53 $10.37 $ 8.53
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,036 1,149 1,440 1,600 1,528 1,726 1,239 755 609 457
------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $19.38 $19.52 $18.86 $18.41 $19.16 $18.82 $17.92 $17.67 $17.76 $17.72
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 470 458 948 875 948 404 376 481 416 458
------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL CORE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $11.57 $10.12 $12.39 $11.54 $ 8.68 $16.01 $14.13 $12.06 $10.47 $ 9.38
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,808 2,069 2,230 2,278 2,341 2,289 3,208 2,337 1,926 1,026
------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $11.98 $10.48 $12.15 $11.74 $ 9.40 $19.41 $17.67 $14.55 $12.84 $11.05
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,245 1,332 1,511 1,714 1,924 2,236 1,508 1,037 649 530
------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $17.06 $14.77 $17.93 $17.19 $13.43 $23.97 $22.13 $17.91 $16.44 $13.75
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 751 843 914 984 1,000 1,136 1,052 782 522 441
------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------
Unit value $13.62 $11.94 $12.82 $11.61 $ 8.93 $15.08 $15.53 $13.12 $12.84 $11.78
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 230 247 256 275 280 288 351 347 370 307
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.60 $ 8.49 $ 9.02 $ 8.03 $ 6.46 $10.50 $10.28 $ 9.26 $ 8.79 $ 8.03
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 277 284 330 367 389 458 510 603 610 598
------------------------------------------------------------------------------------------------------------------

I-8

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $ 8.27 $ 7.33 $ 7.29 $ 6.39 $ 4.78 $ 7.62 $ 6.80 $ 6.96 $ 6.16 $ 5.78
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 955 864 906 1,047 1,004 1,050 1,042 1,055 981 856
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $15.89 $14.21 $15.00 $13.34 $10.06 $16.57 $14.58 $13.76 $12.84 $11.60
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 924 1,071 204 249 298 492 192 184 149 93
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $ 6.51 $ 5.68 $ 5.80 $ 5.15 $ 4.39 $10.32 $11.17 $10.63 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,321 1,412 832 868 847 809 532 144 -- --
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $12.66 $11.12 $11.91 $10.76 $ 9.09 $16.31 $17.38 $14.57 $14.06 $12.60
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,671 1,875 2,059 2,313 2,668 3,123 2,507 2,363 2,169 1,481
------------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
------------------------------------------------------------------------------------------------------------------
Unit value $12.15 $10.71 $11.91 $10.63 $ 8.62 $12.70 $11.67 $10.54 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 414 517 473 455 425 442 196 84 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $14.96 $12.71 $14.48 $12.82 $ 9.50 $16.18 $14.17 $11.47 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,165 1,217 1,214 777 796 665 269 56 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $12.17 $10.57 $11.02 $ 8.92 $ 6.66 $13.35 $12.57 $11.47 $10.97 $ 9.62
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,423 1,481 1,672 1,781 1,863 2,166 1,890 1,556 1,391 883
------------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $16.26 $13.95 $15.67 $13.01 $ 9.74 $16.40 $16.96 $15.34 $14.02 $12.10
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,445 1,617 1,830 2,158 902 1,069 1,156 1,107 1,007 636
------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------
Unit value $25.91 $26.36 $26.82 $27.28 $27.75 $27.65 $26.86 $26.15 $25.92 $26.17
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 514 623 729 1,227 1,943 1,051 1,102 845 349 434
------------------------------------------------------------------------------------------------------------------
EQ/MONTAG & CALDWELL GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 5.67 $ 5.13 $ 5.07 $ 4.77 $ 3.74 $ 5.66 $ 4.77 $ 4.49 $ 4.34 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 617 816 964 1,099 1,560 657 83 72 22 --
------------------------------------------------------------------------------------------------------------------

I-9

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $16.09 $15.05 $16.59 $12.75 $ 8.26 $15.95 $13.26 $12.34 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 870 927 889 885 695 782 297 179 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.28 $ 8.27 $ 8.80 $ 8.00 $ 6.50 $10.69 $10.70 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 898 1,002 1,238 1,402 1,644 1,727 258 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------
Unit value $11.00 $ 9.30 $10.35 $ 9.14 $ 6.71 $11.51 $11.08 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,214 1,216 1,073 860 786 674 83 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $10.41 $10.44 $10.64 $10.73 $10.11 $10.72 $ 9.78 $ 9.91 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 2,316 5,586 3,294 3,673 2,525 1,235 730 286 -- --
------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $16.13 $15.98 $16.06 $15.38 $14.75 $16.06 $15.63 $15.31 $15.27 $14.97
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 765 816 941 1,133 502 626 590 573 555 512
------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $17.05 $15.01 $15.91 $12.86 $10.37 $16.02 $16.60 $14.35 $14.00 $12.10
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 733 734 850 1,024 720 713 744 596 575 449
------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------
Unit value $16.74 $14.32 $14.85 $12.98 $ 9.26 $16.30 $15.46 $16.39 $16.03 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 676 571 606 610 421 401 47 41 6 --
------------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.00 $ 7.67 $ 8.51 $ 8.02 $ 6.27 $10.78 $10.75 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 634 657 694 735 848 853 178 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------
Unit value $ 5.46 $ 4.92 $ 5.15 $ 4.63 $ 3.56 $ 6.04 $ 6.07 $ 5.41 $ 5.05 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 212 186 161 166 153 89 104 69 -- --
------------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
------------------------------------------------------------------------------------------------------------------
Unit value $11.29 $ 9.70 $10.07 $ 8.89 $ 7.04 $11.36 $11.85 $10.40 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 452 581 587 490 545 539 602 296 -- --
------------------------------------------------------------------------------------------------------------------

I-10

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $11.76 $ 9.94 $10.74 $ 9.31 $ 6.75 $ 9.49 $ 8.67 $ 8.33 $ 8.15 $ 7.75
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,807 1,264 957 537 353 249 215 280 377 218
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $51.27 $45.67 $49.57 $42.88 $31.77 $60.62 $55.37 $53.59 $50.38 $45.72
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 179 206 250 144 53 56 47 25 28 10
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------
Unit value $14.25 $13.74 $13.21 $12.66 $11.89 $11.80 $11.30 $11.08 $11.07 $10.84
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 2,885 2,442 3,414 3,238 3,511 1,494 2,030 1,611 1,424 1,202
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER INTERNATIONAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $11.95 $10.33 $12.81 $12.18 $ 9.54 $18.39 $16.64 $13.51 $11.90 $10.27
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 636 719 842 967 951 1,047 1,030 783 806 360
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $10.88 $ 9.67 $10.61 $ 9.68 $ 7.43 $12.50 $12.11 $10.85 $10.34 $ 9.59
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 327 380 416 452 447 473 453 353 272 238
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $12.52 $11.02 $11.87 $10.67 $ 8.83 $14.37 $14.10 $12.02 $11.42 $10.15
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 677 773 753 860 921 1,210 1,363 1,238 1,242 726
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $11.70 $10.31 $11.39 $ 9.13 $ 6.55 $11.81 $10.74 $ 9.96 $ 9.35 $ 8.52
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,046 736 783 810 813 934 1,035 1,075 1,055 731
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $14.19 $12.57 $14.76 $12.02 $ 8.47 $13.46 $13.68 $12.13 $11.49 $10.15
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 641 726 760 803 727 805 1,010 876 1,011 560
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------
Unit value $27.87 $26.92 $26.06 $24.86 $23.07 $30.68 $30.26 $28.00 $27.64 $25.87
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 635 628 641 663 523 526 758 755 771 557
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 7.46 $ 6.81 $ 8.22 $ 6.55 $ 4.95 $ 8.71 $ 8.54 $ 7.89 $ 7.46 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 579 584 746 786 687 788 475 242 59 --
------------------------------------------------------------------------------------------------------------------

I-11

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $16.10 $14.03 $15.68 $12.81 $10.31 $16.88 $19.05 $16.69 $16.22 $14.09
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 475 494 612 586 666 748 1,201 991 884 641
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------
Unit value $11.83 $10.61 $11.34 $ 9.80 $ 6.29 $12.10 $10.41 $ 9.87 $ 9.02 $ 8.74
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 572 579 705 766 462 597 350 311 306 98
------------------------------------------------------------------------------------------------------------------

I-12

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

Appendix II: Purchase considerations for QP contracts(1)

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

This information is provided for historical purposes only. The contracts are no
longer available to new purchasers.

Trustees who are considering the purchase of an Accumulator(R) Series QP
contract should discuss with their tax and ERISA advisers whether this is an
appropriate investment vehicle for the employer's plan. There are significant
issues in the purchase of an Accumulator(R) Series QP contract in a defined
benefit plan. The QP contract and this Prospectus should be reviewed in full,
and the following factors, among others, should be noted. Trustees should
consider whether the plan provisions permit the investment of plan assets in
the QP contract, the distribution of such an annuity, the purchase of the
Guaranteed minimum income benefit and other guaranteed benefits, and the
payment of death benefits in accordance with the requirements of the federal
income tax rules. Assuming continued plan qualification and operation, earnings
on qualified plan assets will accumulate value on a tax-deferred basis even if
the plan is not funded by the Accumulator(R) Series QP contract or another
annuity contract. Therefore, you should purchase an Accumulator(R) Series QP
contract to fund a plan for the contract's features and benefits and not for
tax deferral, after considering the relative costs and benefits of annuity
contracts and other types of arrangements and funding vehicles.

This QP contract accepts only transfer contributions from other investments
within an existing qualified plan trust. We will not accept ongoing payroll
contributions or contributions directly from the employer. For 401(k) plans, no
employee after-tax contributions are accepted. A ''designated Roth contribution
account'' is not available in the QP contract. Checks written on accounts held
in the name of the employer instead of the plan or the trust will not be
accepted. Only one additional transfer contribution may be made per contract
year. The maximum contribution age is 75 (70, under Accumulator(R) Plus/SM/
contracts), or if later, the first contract date anniversary.

If amounts attributable to an excess or mistaken contribution must be
withdrawn, any or all of the following may apply: (1) withdrawal charges;
(2) market value adjustments; or (3) benefit base adjustments to an optional
benefit. If in a defined benefit plan the plan's actuary determines that an
overfunding in the QP contract has occurred, then any transfers of plan assets
out of the QP contract may also result in withdrawal charges, market value
adjustments or benefit base adjustments on the amount being transferred.

In order to purchase the QP contract for a defined benefit plan, the plan's
actuary will be required to determine a current dollar value of each plan
participant's accrued benefit so that individual contracts may be established
for each plan participant. We do not permit defined contribution or defined
benefit plans to pool plan assets attributable to the accrued benefits of
multiple plan participants.

For defined benefit plans, the maximum percentage of actuarial value of the
plan participant's normal retirement benefit that can be funded by a QP
contract is 80%. The account value under a QP contract may at any time be more
or less than the lump sum actuarial equivalent of the accrued benefit for a
defined benefit plan participant. AXA Equitable does not guarantee that the
account value under a QP contract will at any time equal the actuarial value of
80% of a participant/employee's accrued benefit.

All payments under the contract will be made to the plan trust owner. If the
plan rolls over a contract into an IRA for the benefit of a former plan
participant through a contract conversion, it is the plan's responsibility to
adjust the value of the contract to the actuarial equivalent of the
participant's benefit prior to the contract conversion.

AXA Equitable's only role is that of the issuer of the contract. AXA Equitable
is not the plan administrator. AXA Equitable will not perform or provide any
plan recordkeeping services with respect to the QP contracts. The plan's
administrator will be solely responsible for performing or providing for all
such services. There is no loan feature offered under the QP contracts, so if
the plan provides for loans and a participant takes a loan from the plan, other
plan assets must be used as the source of the loan and any loan repayments must
be credited to other investment vehicles and/or accounts available under the
plan. AXA Equitable will never make payments under a QP contract to any person
other than the plan trust owner.

Given that required minimum distributions must generally commence from the plan
for annuitants after age 70 1/2, trustees should consider:

.. whether required minimum distributions under QP contracts would cause
withdrawals in excess of 6 1/2% (or 6%, as applicable) of the Guaranteed
minimum income benefit Roll-Up benefit base;

.. that provisions in the Treasury Regulations on required minimum
distributions require that the actuarial present value of additional
annuity contract benefits be added to the dollar amount credited for
purposes of calculating required minimum distributions. This could increase
the amounts required to be distributed; and

.. that if the Guaranteed minimum income benefit is automatically exercised as
a result of the no lapse guarantee, payments will be made to the plan trust
and may not be rollover eligible.

Finally, because the method of purchasing the QP contract, including the large
initial contribution, and the features of the QP contract may appeal more to
plan participants who are older and tend to be highly paid, and because certain
features of the QP contract are available only to plan participants who meet
certain minimum and/or maximum age requirements, plan trustees should discuss
with their advisers whether the purchase of the QP contract would cause the
plan to engage in prohibited discrimination in contributions, benefits or
otherwise.
-------------
(1)QP contracts are available for Accumulator(R), Accumulator(R) Plus/SM/ and
Accumulator(R) Elite/SM/ contracts owners only.

II-1

APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CONTRACTS

Appendix III: Market value adjustment example

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

The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated
on February 15, 2013 to a fixed maturity option with a maturity date of
February 15, 2021 (eight years later) at a hypothetical rate to maturity of
7.00% (''h'' in the calculations below), resulting in a maturity value of
$171,882 on the maturity date. We further assume that a withdrawal of $50,000,
including any applicable withdrawal charge, is made four years later on
February 15, 2017(a) . Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM/ contracts.

--------------------------------------------------------------------------------------------------------------------
HYPOTHETICAL ASSUMED RATE TO MATURITY
(''J'' IN THE CALCULATIONS BELOW)
FEBRUARY 15, 2017

---------------------------------------
5.00% 9.00%

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

AS OF FEBRUARY 15, 2017 BEFORE WITHDRAWAL
(1) Market adjusted amount/(b)/ $141,389 $121,737
--------------------------------------------------------------------------------------------------------------------
(2) Fixed maturity amount/(c)/ $131,104 $131,104
--------------------------------------------------------------------------------------------------------------------
(3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367)
--------------------------------------------------------------------------------------------------------------------
ON FEBRUARY 15, 2017 AFTER $50,000 WITHDRAWAL
(4) Portion of market value adjustment associated with the withdrawal:
(3) x [$50,000/(1)] $ 3,637 $ (3,847)
--------------------------------------------------------------------------------------------------------------------
(5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847
--------------------------------------------------------------------------------------------------------------------
(6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737
--------------------------------------------------------------------------------------------------------------------
(7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257
--------------------------------------------------------------------------------------------------------------------
(8) Maturity value/(d)/ $111,099 $101,287
--------------------------------------------------------------------------------------------------------------------

You should note that in this example, if a withdrawal is made when rates have
increased from 7.00% to 9.00% (right column), a portion of a negative market
value adjustment is realized. On the other hand, if a withdrawal is made when
rates have decreased from 7.00% to 5.00% (left column), a portion of a positive
market value adjustment is realized.

Notes:

(a)Number of days from the withdrawal date to the maturity date = D = 1,461

(b)Market adjusted amount is based on the following calculation:

Maturity value = $171,882 where j is either 5% or 9%
---------------------- -----------------------------
(1+j)/(D/365)/ (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value = $171,882
---------------------- -----------------------------
(1+h)/(D/365)/ (1+0.07)/(1,461/365)/

(d)Maturity value is based on the following calculation:

Fixed maturity amount x (1+h)/(D/365) /= ($84,741 or $77,257) x (1+0.07)/(1,461/365)/

III-1

APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE

Appendix IV: Enhanced death benefit example

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

The death benefit under the contracts is equal to the account value or, if
greater, the enhanced death benefit, if elected.

The following illustrates the enhanced death benefit calculation for
Accumulator(R), Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/
contracts. The enhanced death benefit calculation for Accumulator(R) Plus/SM/
contracts is illustrated on the next page. Assuming $100,000 is allocated to
the variable investment options (with no allocation to the EQ/Money Market, the
guaranteed interest option or the fixed maturity options), no additional
contributions, no transfers, no withdrawals and no loans under a Rollover TSA
contract, the enhanced death benefit for an owner age 45 would be calculated as
follows:

--------------------------------------------------------------------------------------------------------------------------
GWBL ENHANCED
END OF 6 1/2% ROLL-UP TO AGE 85 6% ROLL-UP TO AGE 85 ANNUAL RATCHET TO AGE 85 DEATH BENEFIT
CONTRACT YEAR ACCOUNT VALUE BENEFIT BASE BENEFIT BASE BENEFIT BASE BASE
--------------------------------------------------------------------------------------------------------------------------

1 $105,000 $106,500/(4)/ $106,000/(6)/ $105,000/(1)/ $105,000/(7)/
--------------------------------------------------------------------------------------------------------------------------
2 $115,500 $113,423/(3)/ $112,360/(5)/ $115,500/(1)/ $115,500/(7)/
--------------------------------------------------------------------------------------------------------------------------
3 $129,360 $120,795/(3)/ $119,102/(5)/ $129,360/(1)/ $129,360/(7)/
--------------------------------------------------------------------------------------------------------------------------
4 $103,488 $128,647/(3)/ $126,248/(5)/ $129,360/(2)/ $135,828/(8)/
--------------------------------------------------------------------------------------------------------------------------
5 $113,837 $137,009/(4)/ $133,823/(6)/ $129,360/(2)/ $142,296/(8)/
--------------------------------------------------------------------------------------------------------------------------
6 $127,497 $145,914/(4)/ $141,852/(6)/ $129,360/(2)/ $148,764/(8)/
--------------------------------------------------------------------------------------------------------------------------
7 $127,497 $155,399/(4)/ $150,363/(6)/ $129,360/(2)/ $155,232/(8)/
--------------------------------------------------------------------------------------------------------------------------

The account values for contract years 1 through 7 are based on hypothetical
rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%.
We are using these rates solely to illustrate how the benefit is determined.
The return rates bear no relationship to past or future investment results.

ANNUAL RATCHET TO AGE 85

(1)At the end of contract years 1 through 3, the Annual Ratchet to age 85
enhanced death benefit is equal to the current account value.

(2)At the end of contract years 4 through 7, the death benefit is equal to the
Annual Ratchet to age 85 enhanced death benefit at the end of the prior year
since it is higher than the current account value.

GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown would be the
greater of the amounts shown under the 6 1/2% Roll-Up to age 85 or the Annual
Ratchet to age 85.

(3)At the end of contract years 2 through 4, the enhanced death benefit will be
based on the Annual Ratchet to age 85.

(4)At the end of contract years 1 and 5 through 7, the enhanced death benefit
will be based on the 6 1/2% Roll-Up to age 85.

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown would be the
greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual
Ratchet to age 85.

(5)At the end of contract years 2 through 4, the enhanced death benefit will be
based on the Annual Ratchet to age 85.

(6)At the end of contract years 1 and 5 through 7, the enhanced death benefit
will be based on the 6% Roll-Up to age 85.

GWBL ENHANCED DEATH BENEFIT

This example assumes no withdrawals. The GWBL Enhanced death benefit is a
guaranteed minimum death benefit that is only available if you elect the
Guaranteed withdrawal benefit for life. If you plan to take withdrawals during
any of the first seven contract years, this illustration is of limited
usefulness to you.

(7)At the end of contract years 1 through 3, the GWBL Enhanced death benefit is
equal to the current account value.

(8)At the end of contract years 4 through 7, the GWBL Enhanced death benefit is
greater than the current account value.

IV-1

APPENDIX IV: ENHANCED DEATH BENEFIT EXAMPLE

The following illustrates the enhanced death benefit calculation for
Accumulator(R) Plus/SM/ contacts. Assuming $100,000 is allocated to the
variable investment options (with no allocation to the EQ/Money Market, the
guaranteed interest option or the fixed maturity options), no additional
contributions, no transfers, no withdrawals and no loans under a Rollover TSA
contract, the enhanced death benefit for an owner age 45 would be calculated as
follows:

-----------------------------------------------------------------------------------------------------------------------
6% ROLL-UP TO GWBL ENHANCED
END OF 6 1/2% ROLL-UP TO AGE 85 AGE 85 BENEFIT ANNUAL RATCHET TO AGE 85 DEATH BENEFIT
CONTRACT YEAR ACCOUNT VALUE DEATH BENEFIT BASE BENEFIT BASE BASE
-----------------------------------------------------------------------------------------------------------------------

1 $109,200 $106,500/(3)/ $106,000/(5)/ $109,200/(1)/ $109,200/(7)/
-----------------------------------------------------------------------------------------------------------------------
2 $120,120 $113,423/(3)/ $112,360/(5)/ $120,120/(1)/ $120,120/(7)/
-----------------------------------------------------------------------------------------------------------------------
3 $134,534 $120,795/(3)/ $119,102/(5)/ $134,534/(1)/ $134,534/(7)/
-----------------------------------------------------------------------------------------------------------------------
4 $107,628 $128,647/(3)/ $126,248/(5)/ $134,534/(2)/ $141,261/(8)/
-----------------------------------------------------------------------------------------------------------------------
5 $118,390 $137,009/(4)/ $133,823/(5)/ $134,534/(2)/ $147,988/(8)/
-----------------------------------------------------------------------------------------------------------------------
6 $132,597 $145,914/(4)/ $141,852/(6)/ $134,534/(2)/ $154,715/(8)/
-----------------------------------------------------------------------------------------------------------------------
7 $132,597 $155,399/(4)/ $150,363/(6)/ $134,534/(2)/ $161,441/(8)/
-----------------------------------------------------------------------------------------------------------------------

ANNUAL RATCHET TO AGE 85

(1)At the end of contract years 1 through 3, the Annual Ratchet to age 85
enhanced death benefit is equal to the current account value.

GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown would be the
greater of the amounts shown under the 6 1/2% Roll-Up to age 85 or the Annual
Ratchet to age 85.

(3)At the end of contract years 1 through 4, the enhanced death benefit will be
based on the Annual Ratchet to age 85.

(4)At the end of contract years 5 through 7, the enhanced death benefit will be
based on the 6 1/2% Roll-Up to age 85.

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown would be the
greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual
Ratchet to age 85.

(5)At the end of contract years 1 through 5, the enhanced death benefit will be
based on the Annual Ratchet to age 85.

(6)At the end of contract years 6 and 7, the enhanced death benefit will be
based on the 6% Roll-Up to age 85.

GWBL ENHANCED DEATH BENEFIT

(7)At the end of contract years 1 through 3, the GWBL Enhanced death benefit is
equal to the current account value.

(8)At the end of contract years 4 through 7, the GWBL Enhanced death benefit is
greater than the current account value.

IV-2

APPENDIX IV: ENHANCED DEATH BENEFIT EXAMPLE

Appendix V: Hypothetical illustrations

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

ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM
BENEFITS

The following tables illustrate the changes in account value, cash value and
the values of the ''Greater of 6 1/2% Roll-Up to age 85 or the Annual Ratchet
to age 85'' enhanced death benefit, the Earnings enhancement benefit and the
Guaranteed minimum income benefit under certain hypothetical circumstances for
Accumulator(R), Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/ and
Accumulator(R) Select/SM/ contracts, respectively. The table illustrates the
operation of a contract based on a male, issue age 60, who makes a single
$100,000 contribution and takes no withdrawals. The amounts shown are for the
beginning of each contract year and assume that all of the account value is
invested in Portfolios that achieve investment returns at constant gross annual
rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or
other expenses are deducted from the underlying portfolio assets). After the
deduction of the arithmetic average of the investment management fees, 12b-1
fees and other expenses of all of the underlying portfolios (as described
below), the corresponding net annual rates of return would be (2.35)% and 3.65%
for Accumulator(R) contracts; (2.6)% and 3.4% for Accumulator(R) Plus/SM
/contracts; (2.7)% and 3.3% for Accumulator(R) Elite/SM/ contracts; and (2.75)%
and 3.25% for Accumulator(R) Select/SM/ contracts at the 0% and 6% gross annual
rates, respectively. These net annual rates of return reflect the trust and
separate account level charges, but they do not reflect the charges we deduct
from your account value annually for the enhanced death benefit, the Earnings
enhancement benefit, and the Guaranteed minimum income benefit features, as
well as the annual administrative charge. If the net annual rates of return did
reflect these charges, the net annual rates of return shown would be lower;
however, the values shown in the following tables reflect the following
contract charges: the ''Greater of 6 1/2% Roll-Up to age 85 or Annual Ratchet
to age 85'' enhanced death benefit charge, the Earnings enhancement benefit
charge, the Guaranteed minimum income benefit charge and any applicable
administrative charge and withdrawal charge. The values shown under ''Lifetime
annual guaranteed minimum income benefit'' reflect the lifetime income that
would be guaranteed if the Guaranteed minimum income benefit is selected at
that contract date anniversary. An ''N/A'' in these columns indicates that the
benefit is not exercisable in that year. A ''0'' under any of the death benefit
and/or ''Lifetime annual guaranteed minimum income benefit'' columns indicates
that the contract has terminated due to insufficient account value. However,
the Guaranteed minimum income benefit has been automatically exercised, and the
owner is receiving lifetime payments.

With respect to fees and expenses deducted from assets of the underlying
portfolios, the amounts shown in all tables reflect (1) investment management
fees equivalent to an effective annual rate of 0.56%, (2) an assumed average
asset charge for all other expenses of the underlying portfolios equivalent to
an effective annual rate of 0.24% and (3) 12b-1 fees equivalent to an effective
annual rate of 0.25%. These rates are the arithmetic average for all Portfolios
that are available as investment options. In other words, they are based on the
hypothetical assumption that account values are allocated equally among the
variable investment options. The actual rates associated with any contract will
vary depending upon the actual allocation of account value among the investment
options. These rates do not reflect expense limitation arrangements in effect
with respect to certain of the underlying portfolios as described in the
footnotes to the fee table for the underlying portfolios in ''Fee table''
earlier in this Prospectus. With these arrangements, the charges shown above
would be lower. This would result in higher values than those shown in the
following tables.

Because your circumstances will no doubt differ from those in the illustrations
that follow, values under your contract will differ, in most cases
substantially. Upon request, we will furnish you with a personalized
illustration.

V-1

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R)
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

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

GREATER OF 6 1/2% ROLL-UP
TO AGE 85 OR LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET TOTAL DEATH BENEFIT GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED WITH THE EARNINGS INCOME BENEFIT: INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT ENHANCEMENT BENEFIT GUARANTEED INCOME HYPOTHETICAL INCOME
--------------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
--------------------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
61 1 95,604 101,583 88,604 94,583 106,500 106,500 109,100 109,100 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
62 2 91,216 103,108 84,216 96,108 113,423 113,423 118,792 118,792 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
63 3 86,828 104,564 80,828 98,564 120,795 120,795 129,113 129,113 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
64 4 82,432 105,943 76,432 99,943 128,647 128,647 140,105 140,105 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
65 5 78,021 107,234 73,021 102,234 137,009 137,009 151,812 151,812 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
66 6 73,587 108,424 70,587 105,424 145,914 145,914 164,280 164,280 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
67 7 69,119 109,502 68,119 108,502 155,399 155,399 177,558 177,558 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
68 8 64,611 110,454 64,611 110,454 165,500 165,500 191,699 191,699 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
69 9 60,052 111,264 60,052 111,264 176,257 176,257 206,760 206,760 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
70 10 55,432 111,918 55,432 111,918 187,714 187,714 222,799 222,799 10,287 10,287 10,287 10,287
--------------------------------------------------------------------------------------------------------------------------------
75 15 30,930 112,193 30,930 112,193 257,184 257,184 320,058 320,058 15,714 15,714 15,714 15,714
--------------------------------------------------------------------------------------------------------------------------------
80 20 3,118 105,347 3,118 105,347 352,365 352,365 453,310 453,310 24,172 24,172 24,172 24,172
--------------------------------------------------------------------------------------------------------------------------------
85 25 0 87,478 0 87,478 0 482,770 0 583,716 0 40,263 0 40,263
--------------------------------------------------------------------------------------------------------------------------------
90 30 0 82,210 0 82,210 0 482,770 0 583,716 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
95 35 0 76,017 0 76,017 0 482,770 0 583,716 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE ACCOUNT VALUE,
CASH VALUE AND GUARANTEED BENEFITS FOR A CONTRACT WOULD BE DIFFERENT FROM THE
ONES SHOWN IF THE ACTUAL GROSS RATE OF INVESTMENT RETURN AVERAGED 0% OR 6% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR
INDIVIDUAL CONTRACT YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE
HYPOTHETICAL INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED
OVER ANY PERIOD OF TIME. IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT
RESULTS COULD BE NEGATIVE.

V-2

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) PLUS/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6 1/2% ROLL-UP TO AGE 85 AND ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

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

60 0 104,000 104,000 96,000 96,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
61 1 99,237 105,456 91,237 97,456 106,500 106,500 109,100 109,100 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
62 2 94,504 106,845 86,504 98,845 113,423 113,423 118,792 118,792 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
63 3 89,792 108,158 82,792 101,158 120,795 120,795 129,113 129,113 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
64 4 85,093 109,386 78,093 102,386 128,647 128,647 140,105 140,105 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
65 5 80,399 110,517 74,399 104,517 137,009 137,009 151,812 151,812 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
66 6 75,699 111,540 70,699 106,540 145,914 145,914 164,280 164,280 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
67 7 70,987 112,442 66,987 108,442 155,399 155,399 177,558 177,558 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
68 8 66,251 113,210 63,251 110,210 165,500 165,500 191,699 191,699 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
69 9 61,483 113,829 61,483 113,829 176,257 176,257 206,760 206,760 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
70 10 56,671 114,284 56,671 114,284 187,714 187,714 222,799 222,799 10,287 10,287 10,287 10,287
--------------------------------------------------------------------------------------------------------------------------------
75 15 31,490 113,452 31,490 113,452 257,184 257,184 320,058 320,058 15,714 15,714 15,714 15,714
--------------------------------------------------------------------------------------------------------------------------------
80 20 3,368 105,350 3,368 105,350 352,365 352,365 453,310 453,310 24,172 24,172 24,172 24,172
--------------------------------------------------------------------------------------------------------------------------------
85 25 0 86,165 0 86,165 0 482,770 0 583,716 0 40,263 0 40,263
--------------------------------------------------------------------------------------------------------------------------------
90 30 0 79,553 0 79,553 0 482,770 0 583,716 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
95 35 0 71,875 0 71,875 0 482,770 0 583,716 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------

V-3

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) ELITE/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6 1/2% ROLL-UP OR ANNUAL RATCHET TO AGE 85 GUARANTEED MINIMUM
DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

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

60 0 100,000 100,000 92,000 92,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
61 1 95,255 101,234 87,255 93,234 106,500 106,500 109,100 109,100 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
62 2 90,544 102,394 83,544 95,394 113,423 113,423 118,792 118,792 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
63 3 85,859 103,471 79,859 97,471 120,795 120,795 129,113 129,113 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
64 4 81,190 104,453 76,190 99,453 128,647 128,647 140,105 140,105 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
65 5 76,529 105,330 76,529 105,330 137,009 137,009 151,812 151,812 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
66 6 71,867 106,090 71,867 106,090 145,914 145,914 164,280 164,280 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
67 7 67,196 106,721 67,196 106,721 155,399 155,399 177,558 177,558 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
68 8 62,505 107,209 62,505 107,209 165,500 165,500 191,699 191,699 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
69 9 57,784 107,539 57,784 107,539 176,257 176,257 206,760 206,760 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
70 10 53,024 107,696 53,024 107,696 187,714 187,714 222,799 222,799 10,287 10,287 10,287 10,287
--------------------------------------------------------------------------------------------------------------------------------
75 15 28,119 105,233 28,119 105,233 257,184 257,184 320,058 320,058 15,714 15,714 15,714 15,714
--------------------------------------------------------------------------------------------------------------------------------
80 20 384 95,264 384 95,264 352,365 352,365 453,310 453,310 24,172 24,172 24,172 24,172
--------------------------------------------------------------------------------------------------------------------------------
85 25 0 73,984 0 73,984 0 482,770 0 583,716 0 40,263 0 40,263
--------------------------------------------------------------------------------------------------------------------------------
90 30 0 65,032 0 65,032 0 482,770 0 583,716 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------
95 35 0 54,685 0 54,685 0 482,770 0 583,716 N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------------

V-4

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) SELECT/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6 1/2% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

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

GREATER OF 6 1/2% ROLL-UP
TO AGE 85 OR LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET TOTAL DEATH BENEFIT GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED WITH THE EARNINGS INCOME BENEFIT: INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT ENHANCEMENT BENEFIT GUARANTEED INCOME HYPOTHETICAL INCOME
---------------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
---------------------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
61 1 95,206 101,185 95,206 101,185 106,500 106,500 109,100 109,100 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
62 2 90,449 102,293 90,449 102,293 113,423 113,423 118,792 118,792 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
63 3 85,721 103,315 85,721 103,315 120,795 120,795 129,113 129,113 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
64 4 81,013 104,241 81,013 104,241 128,647 128,647 140,105 140,105 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
65 5 76,318 105,060 76,318 105,060 137,009 137,009 151,812 151,812 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
66 6 71,624 105,760 71,624 105,760 145,914 145,914 164,280 164,280 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
67 7 66,925 106,329 66,925 106,329 155,399 155,399 177,558 177,558 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
68 8 62,208 106,752 62,208 106,752 165,500 165,500 191,699 191,699 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
69 9 57,466 107,016 57,466 107,016 176,257 176,257 206,760 206,760 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
70 10 52,686 107,104 52,686 107,104 187,714 187,714 222,799 222,799 10,287 10,287 10,287 10,287
---------------------------------------------------------------------------------------------------------------------------------
75 15 27,731 104,267 27,731 104,267 257,184 257,184 320,058 320,058 15,714 15,714 15,714 15,714
---------------------------------------------------------------------------------------------------------------------------------
80 20 12 93,880 12 93,880 352,365 352,365 453,310 453,310 24,172 24,172 24,172 24,172
---------------------------------------------------------------------------------------------------------------------------------
85 25 0 72,156 0 72,156 0 482,770 0 583,716 0 40,263 0 40,263
---------------------------------------------------------------------------------------------------------------------------------
90 30 0 62,739 0 62,739 0 482,770 0 583,716 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
95 35 0 51,880 0 51,880 0 482,770 0 583,716 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------

V-5

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

Appendix VI: Earnings enhancement benefit example

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

The following illustrates the calculation of a death benefit that includes the
Earnings enhancement benefit for an owner age 45. The example assumes a
contribution of $100,000 and no additional contributions. Where noted, a single
withdrawal in the amount shown is also assumed. The calculation is as follows:

-----------------------------------------------------------------------------------------
NO WITHDRAWAL $3,000 WITHDRAWAL $6,000 WITHDRAWAL
-----------------------------------------------------------------------------------------

A INITIAL CONTRIBUTION 100,000 100,000 100,000
-----------------------------------------------------------------------------------------
B DEATH BENEFIT: prior to 104,000 104,000 104,000
withdrawal./(1)/
-----------------------------------------------------------------------------------------
C EARNINGS ENHANCEMENT BENEFIT 4,000 4,000 4,000
EARNINGS: death benefit less net
contributions (prior to the
withdrawal in D).
B MINUS A.
-----------------------------------------------------------------------------------------
D WITHDRAWAL 0 3,000 6,000
-----------------------------------------------------------------------------------------
E EXCESS OF THE WITHDRAWAL OVER THE 0 0 2,000
EARNINGS ENHANCEMENT BENEFIT
EARNINGS
GREATER OF D MINUS C OR ZERO
-----------------------------------------------------------------------------------------
F NET CONTRIBUTIONS (adjusted for 100,000 100,000 98,000
the withdrawal in D)
A MINUS E
-----------------------------------------------------------------------------------------
G DEATH BENEFIT (adjusted for the 104,000 101,000 98,000
withdrawal in D)
B MINUS D
-----------------------------------------------------------------------------------------
H DEATH BENEFIT LESS NET 4,000 1,000 0
CONTRIBUTIONS
G MINUS F
-----------------------------------------------------------------------------------------
I EARNINGS ENHANCEMENT BENEFIT FACTOR 40% 40% 40%
-----------------------------------------------------------------------------------------
J EARNINGS ENHANCEMENT BENEFIT 1,600 400 0
H TIMES I
-----------------------------------------------------------------------------------------
K DEATH BENEFIT: including the 105,600 101,400 98,000
Earnings enhancement benefit
G PLUS J
-----------------------------------------------------------------------------------------

(1)The death benefit is the greater of the account value or any applicable
death benefit.

VI-1

APPENDIX VI: EARNINGS ENHANCEMENT BENEFIT EXAMPLE

Appendix VII: State contract availability and/or variations of certain features
and benefits

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

Certain information is provided for historical purpose only. The contracts are
no longer available to new purchasers. In addition, except as described below,
we no longer accept contributions to the contracts, including contributions
made through our automatic investment program. Contributions received at our
processing office will be returned to you. This change has no effect on amounts
that are already invested in your contract or on your guaranteed benefits.

We currently continue to accept contributions to: (i) QP contracts; and (ii)
all contracts issued in the state of Florida. Information regarding
contributions in this section is for the benefit of contract owners currently
eligible to continue making contributions to the contracts.

The following information is a summary of the states where the Accumulator(R)
Series contracts or certain features and/or benefits are either not available
in the contracts or vary from the respective 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. See also Appendix VIII later in this Prospectus for
information about the availability of certain features under your contract.

STATES WHERE CERTAIN ACCUMULATOR(R) SERIES CONTRACTS' FEATURES AND/OR BENEFITS
ARE NOT AVAILABLE OR VARY:

-------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
-------------------------------------------------------------------------------

CALIFORNIA See ''Contract features and If you reside in the state of
benefits''--''Your right to California and you are age 60
cancel within a certain number and older at the time the
of days'' 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 (and/or
guaranteed interest option, if
available), 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 the Principal
guarantee benefit or Guaranteed
withdrawal benefit for life is
elected, the investment
allocation during the 30 day
free look period is limited to
the guaranteed interest option.
If you allocate any portion of
your initial contribution to the
variable investment options
(other than the EQ/Money Market
option) and/or fixed maturity
options, your refund will be
equal to your account value on
the date we receive your request
to cancel at our processing
office.
-------------------------------------------------------------------------------
FLORIDA See ''Contract features and The following information
benefits'' in ''Credits'' (For replaces the second bullet of
Accumulator(R) Plus/SM the final set of bullets in this
/contracts only) section:
. You may annuitize your
contract after thirteen
months, however, if you
elect to receive annuity
payments within five years
of the contract date, we
will recover the credit that
applies to any contribution
made in that five years. If
you start receiving annuity
payments after five years
from the contract date and
within three years of making
any contribution, we will
recover the credit that
applies to any contribution
made within the prior three
years.
-------------------------------------------------------------------------------

VII-1

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

--------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------

FLORIDA See ''Your right to cancel If you reside in the state of
(CONTINUED) within a certain number of Florida and you are age 65 and
days'' in ''Contract features older at the time the contract
and benefits'' is issued, you may cancel your
variable annuity contract and
return it to us within 21 days
from the date that you receive
it. You will receive an
unconditional refund equal to
the cash surrender value
provided in the annuity
contract, plus any fees or
charges deducted from the
contributions or imposed under
the contract.

If you reside in the state of
Florida and you are age 64 or
younger at the time the contract
is issued, you may cancel your
variable annuity contract and
return it to us within 14 days
from the date that you receive
it. You will receive an
unconditional refund equal to
your contributions, including
any contract fees or charges.

See ''Withdrawal charge'' in If you are age 65 and older at
''Charges and expenses'' the time your contract is
issued, the applicable
withdrawal charge will not
exceed 10% of the amount
withdrawn. In addition, no
charge will apply after the end
of the 10th contract year or 10
years after a contribution is
made, whichever is later.
--------------------------------------------------------------------------------
ILLINOIS See ''Credits'' in ''Contract The following information
features and benefits'' (For replaces the second bullet of
Accumulator(R) Plus/SM the final set of bullets in this
/contracts only) section:
. You may annuitize your
contract after twelve
months, however, if you
elect to receive annuity
payments within five years
of the contract date, we
will recover the credit that
applies to any contribution
made in the first five
years. If you start
receiving annuity payments
after five years from the
contract date and within
three years of making any
contribution, we will
recover the credit that
applies to any contribution
made within the prior three
years.

See ''Loans under Rollover TSA Your loan interest rate will not
contracts'' in ''Accessing your exceed 8% (or any lower maximum
money'' rate that may become required by
Illinois or federal law).

See ''Selecting an annuity The following sentence replaces
payout option'' under ''Your the first sentence of the second
annuity payout options'' in paragraph in this section:
''Accessing your money''

You can choose the date annuity
payments begin but it may not be
earlier than twelve months from
the Accumulator(R) Series
contract date.

Notice to all Illinois contract Illinois law provides that a
owners spouse in a civil union and a
spouse in a marriage are to be
treated identically. For
purposes of your contract, when
we use the term "married", we
include "parties to a civil
union" and when we use the word
"spouse" we include "parties to
a civil union". While civil
union spouses are afforded the
same rights as married spouses
under Illinois law, tax-related
advantages such as spousal
continuation are derived from
federal tax law. Illinois' Civil
Union Law does not and cannot
alter federal law. The federal
Defense of Marriage Act excludes
civil unions and civil union
partners from the meaning of the
word "marriage" or "spouse" in
all federal laws. Therefore, a
civil union spouse does not
qualify for the same tax
advantages provided to a married
spouse under federal law,
including the tax benefits
afforded to the surviving spouse
of an owner of an annuity
contract or any rights under
specified tax-favored savings or
retirement plans or arrangements.
--------------------------------------------------------------------------------

VII-2

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

------------------------------------------------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
------------------------------------------------------------------------------------------------------------------------

MASSACHUSETTS Annual administrative charge The annual administrative charge will not be deducted from
amounts allocated to the Guaranteed interest option.

See ''Disability, terminal This section is deleted in its entirety.
illness or confinement to
nursing home'' under
''Withdrawal charge'' in
''Charges and expenses''
(For Accumulator(R),
Accumulator(R) Plus/SM /and
Accumulator(R) Elite/SM
/contracts only)
------------------------------------------------------------------------------------------------------------------------
MISSISSIPPI Automatic Investment Program Not Available
(Applicable under
Accumulator(R),
Accumulator(R) Plus/SM
/and Accumulator(R)
Elite/SM/ contracts only)

QP (defined contribution Not Available
and defined benefit)
contracts

See ''How you can Additional contributions can only be made within the first
contribute to your year after the contract issue date. The 150% limit does not
contract'' in ''Contract apply.
features and benefits'' and
"Appendix X"
------------------------------------------------------------------------------------------------------------------------

The following information applies to Accumulator(R), Accumulator(R) Plus/SM/ and Accumulator(R) Elite/SM/ contracts
sold in New Jersey from May 29, 2007 to September 10, 2007 and Accumulator(R) Select/SM/ contracts sold in New Jersey
from August 6, 2007 to September 10, 2007:

NEW JERSEY ''Greater of 6 1/2% Roll-Up All references to this feature are deleted in their entirety.
to age 85 or Annual Ratchet
to age 85 enhanced death You have the choice of the following guaranteed minimum
benefit'' death benefits: the Greater of 6% Roll-Up to age 85 or
Annual Ratchet to age 85; the Greater of 3% Roll-Up to
age 85 or Annual Ratchet to age 85; the Annual Ratchet to
age 85; the Standard death benefit; the GWBL Standard
death benefit; or the GWBL Enhanced death benefit.

See ''Guaranteed minimum The charge for the Greater of 6% Roll-Up to age 85 or
death benefit charge'' in Annual Ratchet to age 85 is 0.60%
''Fee table''
The charge for the Greater of 3% Roll-Up to age 85 or
Annual Ratchet to age 85 is 0.60%

See ''Guaranteed minimum Footnote (5) (and all related text) is deleted in its entirety.
death benefit charge'' and We do not reserve the right to increase your charge if you
''Guaranteed minimum income reset your Greater of 6% to age 85 or Annual Ratchet to
benefit charge'' in ''Fee age 85 enhanced death benefit and Guaranteed minimum
table'' income benefit Roll-Up benefit base.
------------------------------------------------------------------------------------------------------------------------

VII-3

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

NEW JERSEY See ''Guaranteed minimum income All references to resetting your
(CONTINUED) benefit and the Roll-Up benefit Roll-Up benefit base on each
base reset'' in ''Contract contract date anniversary are
features and benefits'' deleted in their entirety here
and throughout the Prospectus.
Instead, if you elect the
Guaranteed minimum income
benefit alone or together with
the Greater of 6% Roll-Up to age
85 or Annual Ratchet to age 85
enhanced death benefit, you will
be eligible to reset the Roll-Up
benefit base for these
guaranteed benefits to equal the
account value as of the 5th or
later contract date anniversary.
Each time you reset the Roll-Up
benefit base, your Roll-Up
benefit base will not be
eligible for another reset for
five years.

The Guaranteed minimum income
benefit that includes the 6 1/2%
Roll-Up benefit base is not
available in combination with
the Greater of 6% Roll-Up to age
85 or Annual Ratchet to age 85
enhanced death benefit.

See ''Guaranteed The table showing the maximum periods certain available under
minimum income the life with a period certain payout option is deleted in
benefit'' in its entirety and replaced with the following:
''Contract features
and benefits''
LEVEL PAYMENTS
-----------------------------------------------------------------
PERIOD CERTAIN YEARS
OWNER'S -------------------------------------------
AGE AT EXERCISE IRAS NQ
- -------------------------------------------
75 and younger 10 10
76 9 10
77 8 10
78 7 10
79 7 10
80 7 10
81 7 9
82 7 8
83 7 7
84 6 6
85 5 5

See ''Greater of 6% Roll-Up to The second sentence of the first
age 85 or Annual Ratchet to age paragraph and the entire second
85'' under ''Guaranteed minimum paragraph are deleted in their
death benefit charge'' in entirety and replaced with the
''Charges and expenses'' following:

The charge is equal to 0.60% of
the Greater of the 6% Roll-Up to
age 85 or the Annual Ratchet to
age 85 benefit base.

See ''Greater of 3% Roll-Up to The second sentence is deleted
age 85 or Annual Ratchet to age in its entirety and replaced
85'' under ''Guaranteed minimum with the following:
death benefit charge'' in
''Charges and expenses''

The charge is equal to 0.60% of
the Greater of the 3% Roll-up to
age 85 or the Annual Ratchet to
age 85 benefit base.

See ''Guaranteed minimum income The third paragraph is deleted
benefit charge'' in ''Charges in its entirety.
and expenses''
---------------------------------------------------------------------------------
PENNSYLVANIA Contributions Your contract refers to
contributions as premiums.

Special dollar cost averaging In Pennsylvania, we refer to
program (for Accumulator(R) and this program as ''enhanced rate
Accumulator(R) Elite/SM dollar cost averaging.''
/contracts only)

See ''Disability, terminal Item (iii) under this section is
illness, or confinement to deleted in its entirety.
nursing home'' under
''Withdrawal charge'' in
''Charges and expenses'' (For
Accumulator(R), Accumulator(R)
Plus/SM /and Accumulator(R)
Elite/SM /contracts only)
---------------------------------------------------------------------------------

VII-4

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

---------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
---------------------------------------------------------------------------------

PENNSYLVANIA Required disclosure for Any person who knowingly and
(CONTINUED) Pennsylvania customers 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 Not Available
(IRA)

IRA, Roth IRA, Inherited IRA, Not Available
Rollover TSA and QP (Defined
Benefit) contracts

See ''How you can contribute to Specific requirements for
your contract'' in ''Contract purchasing QP contracts in
features and benefits'' and Puerto Rico are outlined below
"Appendix X" (For in ''Purchase considerations for
Accumulator(R), Accumulator(R) QP (Defined Contribution)
Plus/SM /and Accumulator(R) contracts in Puerto Rico''.
Elite/SM /contracts only)

See ''Exercise rules'' under Exercise restrictions for the
''How you can contribute to your GMIB on a Puerto Rico QPDC
contract'' in ''Contract contract are described below,
features and benefits'' (For under ''Purchase considerations
Accumulator(R), Accumulator(R) for QP (Defined Contribution)
Plus/SM /and Accumulator(R) contracts in Puerto Rico'', and
Elite/SM /contracts only) in your contract.

See ''Transfers of ownership, Transfers of ownership of QP
collateral assignments, loans contracts are governed by Puerto
and borrowing'' in ''More Rico law. Please consult your
information'' (For tax, legal or plan advisor if
Accumulator(R), Accumulator(R) you intend to transfer ownership
Plus/SM /and Accumulator(R) of your contract.
Elite/SM/ contracts only)

''Purchase considerations for QP PURCHASE CONSIDERATIONS FOR QP
(Defined Contribution) contracts (DEFINED CONTRIBUTION) CONTRACTS
in Puerto Rico'' -- this section IN PUERTO RICO:
replaces ''Appendix II: Purchase Trustees who are considering the
considerations for QP purchase of an Accumulator(R)
contracts'' in this Prospectus. Series QP contract in Puerto
(For Accumulator(R), Rico should discuss with their
Accumulator(R) Plus/SM/ and tax, legal and plan advisors
Accumulator(R) Elite/SM/ whether this is an appropriate
contracts only) investment vehicle for the
employer's plan. Trustees should
consider whether the plan
provisions permit the investment
of plan assets in the QP
contract, the Guaranteed minimum
income benefit and other
guaranteed benefits, and the
payment of death benefits in
accordance with the requirements
of Puerto Rico income tax rules.
The QP contract and this
Prospectus should be reviewed in
full, and the following factors,
among others, should be noted.

LIMITS ON CONTRACT OWNERSHIP:
. The QP contract is offered
only as a funding vehicle to
qualified plan trusts of
single participant defined
contribution plans that are
tax-qualified under Puerto
Rico law, not United States
law. The contract is not
available to US qualified
plans or to defined benefit
plans qualifying under
Puerto Rico law.

. The QP contract owner is the
qualified plan trust. The
annuitant under the contract
is the self-employed Puerto
Rico resident, who is the
sole plan participant.

. This product should not be
purchased if the self-
employed individual
anticipates having
additional employees become
eligible for the plan. We
will not allow additional
contracts to be issued for
participants other than the
original business owner.
---------------------------------------------------------------------------------

VII-5

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

PUERTO RICO . If the business that
(CONTINUED) sponsors the plan adds
another employee, no further
contributions may be made to
the contract. If the
employer moves the funds to
another funding vehicle that
can accommodate more than
one employee, this move
could result in surrender
charges, if applicable, and
the loss of guaranteed
benefits in the contract.

LIMITS ON CONTRIBUTIONS:
. All contributions must be
direct transfers from other
investments within an
existing qualified plan
trust.

. Employer payroll
contributions are not
accepted.

. Only one additional transfer
contribution may be made per
contract year.

. Checks written on accounts
held in the name of the
employer instead of the plan
or the trustee will not be
accepted.

. As mentioned above, if a new
employee becomes eligible
for the plan, the trustee
will not be permitted to
make any further
contributions to the
contract established for the
original business owner.

LIMITS ON PAYMENTS:
. Loans are not available
under the contract.

. All payments are made to the
plan trust as owner, even
though the plan
participant/annuitant is the
ultimate recipient of the
benefit payment.

. AXA Equitable does no tax
reporting or withholding of
any kind. The plan
administrator or trustee
will be solely responsible
for performing or providing
for all such services.

. AXA Equitable does not offer
contracts that qualify as
IRAs under Puerto Rico law.
The plan trust will exercise
the GMIB and must continue
to hold the supplementary
contract for the duration of
the GMIB payments.

PLAN TERMINATION:
. If the plan participant
terminates the business, and
as a result wishes to
terminate the plan, the
trust would have to be kept
in existence to receive
payments. This could create
expenses for the plan.

. If the plan participant
terminates the plan and the
trust is dissolved, or if
the plan trustee (which may
or may not be the same as
the plan participant) is
unwilling to accept payment
to the plan trust for any
reason, AXA Equitable would
have to change the contract
from a Puerto Rico QP to NQ
in order to make payments to
the individual as the new
owner. Depending on when
this occurs, it could be a
taxable distribution from
the plan, with a potential
tax of the entire account
value of the contract.
Puerto Rico income tax
withholding and reporting by
the plan trustee could apply
to the distribution
transaction.
--------------------------------------------------------------------------------

VII-6

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

PUERTO RICO . If the plan trust is
(CONTINUED) receiving GMIB payments and
the trust is subsequently
terminated, transforming the
contract into an
individually owned NQ
contract, the trustee would
be responsible for the
applicable Puerto Rico
income tax withholding and
reporting on the present
value of the remaining
annuity payment stream.

. AXA Equitable is a U.S.
insurance company, therefore
distributions under the NQ
contract could be subject to
United States taxation and
withholding on a ''taxable
amount not determined''
basis.

Tax information -- special rules Income from NQ contracts we
for NQ contracts 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.
--------------------------------------------------------------------------------
TEXAS See ''Annual administrative The annual administrative charge
charge'' in ''Charges and will not be deducted from
expenses'' amounts allocated to the
Guaranteed interest option.
--------------------------------------------------------------------------------
WASHINGTON Guaranteed interest option Not Available

Investment simplifier -- Not Available
Fixed-dollar option and Interest
sweep option

Fixed maturity options Not Available

Earnings enhancement benefit Not Available

Special dollar cost averaging . Available only at issue
program (for Accumulator(R) and
Accumulator(R) Elite/SM
/contracts only)

. Subsequent contributions
cannot be used to elect new
programs. You may make
subsequent contributions to
the initial programs while
they are still running.

''Greater of 6 1/2% Roll-Up to All references to these features
age 85 or Annual Ratchet to age are deleted in their entirety.
85 enhanced death benefit''; You have the choice of the
''Greater of 6% Roll-Up to age following guaranteed minimum
85 or Annual Ratchet to age 85 death benefits: the Greater of
enhanced death benefit''; and 4% Roll-Up to age 85 or Annual
''GWBL Enhanced death benefit'' Ratchet to age 85 enhanced death
benefit; the Greater of 3%
Roll-Up to age 85 or Annual
Ratchet to age 85 enhanced death
benefit; the Annual Ratchet to
age 85; the Standard death
benefit; or the GWBL Standard
death benefit.

See ''Guaranteed minimum death The charge for the Greater of 4%
benefit charge'' in ''Fee Roll-Up to age 85 or Annual
table'' and in ''Charges and Ratchet to age 85 is 0.65% and
expenses'' cannot be increased.

See ''How you can contribute to . For contracts with GWBL, the
your contract'' in ''Contract $1,500,000 contribution
features and benefits'' limit applies for all issue
ages.

. The second sentence of the
third paragraph is deleted.
The paragraph now reads:
''We limit aggregate
contributions made after the
first contract year to 150%
of first-year
contributions.''
--------------------------------------------------------------------------------

VII-7

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

WASHINGTON See ''Guaranteed minimum death . If you elect the 6 1/2% (or
(CONTINUED) benefit and Guaranteed minimum 6%, as applicable)
income benefit base'' in Guaranteed minimum income
''Contract features and benefit with the Greater of
benefits'' 4% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit, the
variable investment options
(including amounts allocated
to the account for special
money market dollar cost
averaging under
Accumulator(R) Plus/SM /and
Accumulator(R) Select/SM
/contracts but excluding all
other amounts allocated to
the EQ/Money Market variable
investment option) and the
account for special dollar
cost averaging (under
Accumulator(R) and
Accumulator(R) Elite/SM
/contracts only) will roll
up at an annual rate of
6 1/2% (or 6%, as
applicable) for the
Guaranteed minimum income
benefit base and 4% for the
4% Roll-Up to age 85 benefit
base.

. If you elect the Greater of
4% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit,
without a Guaranteed minimum
income benefit, the variable
investment options
(including amounts allocated
to the account for special
money market dollar cost
averaging under
Accumulator(R) Plus/SM /and
Accumulator(R) Select/SM
/contracts but excluding all
other amounts allocated to
the EQ/Money Market variable
investment option) and the
account for special dollar
cost averaging (under
Accumulator(R) and
Accumulator(R) Elite/SM
/contracts only) will roll
up at an annual rate of 4%
for the 4% Roll-Up to age 85
benefit base.

See ''Guaranteed minimum income Your ''Greater of 4% Roll-Up to
benefit and the Roll-Up benefit age 85 or Annual Ratchet to age
base reset'' in ''Contract 85 enhanced death benefit''
features and benefits'' benefit base will reset only if
your account value is greater
than your Guaranteed minimum
income benefit Roll-Up benefit
base.

See ''How withdrawals affect The first sentence of the third
your Guaranteed minimum income paragraph is replaced with the
benefit and Guaranteed minimum following:
death benefit'' in ''Accessing
your money''
. With respect to the 6 1/2%
(or 6%, as applicable)
Guaranteed minimum income
benefit, withdrawals
(including any applicable
withdrawal charges) will
reduce the 6 1/2% (or 6%, as
applicable) Roll-Up to age
85 benefit base on a
dollar-for-dollar basis, as
long as the sum of the
withdrawals in a contract
year is 6 1/2% (or 6%, as
applicable) or less of the
6 1/2% (or 6%, as
applicable) Roll-Up benefit
base on the contract issue
date or the most recent
contract date anniversary,
if later.

. With respect to the
Guaranteed minimum income
benefit and the Greater of
4% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit, if
elected in combination,
withdrawals (including any
applicable withdrawal
charges) will reduce each of
the benefits' Roll-Up to age
85 benefit base on a dollar-
for-dollar basis, as long as
the sum of the withdrawals
in a contract year is 6 1/2%
(or 6%, as applicable) or
less of the Guaranteed
minimum income benefit's
Roll-Up benefit base on the
contract issue date or the
most recent contract date
anniversary, if later.
--------------------------------------------------------------------------------

VII-8

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

WASHINGTON . With respect to the Greater
(CONTINUED) of 4% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit, if
elected without the
Guaranteed minimum income
benefit, withdrawals
(including any applicable
withdrawal charges) will
reduce the 4% Roll-Up to age
85 benefit base on a
dollar-for-dollar basis, as
long as the sum of the
withdrawals in a contract
year is 6% or less of the 4%
Roll-Up to age 85 benefit
base on the contract issue
date or the most recent
contract date anniversary,
if later.

. With respect to the Greater
of 3% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit,
withdrawals (including any
applicable withdrawal
charges) will reduce the 3%
Roll-Up to age 85 benefit
base on a dollar-for-dollar
basis, as long as the sum of
the withdrawals in a
contract year is 3% or less
of the 3% Roll-Up to age 85
enhanced death benefit base
on the contract issue date
or the most recent contract
date anniversary, if later.

See ''Guaranteed minimum death You have a choice of the
benefit'' in ''Contract features standard death benefit, the
and benefits'' Annual Ratchet to age 85
enhanced death benefit, the
Greater of 3% Roll-Up to age 85
or Annual Ratchet to age 85
enhanced death benefit, or the
Greater of 4% Roll-Up to age 85
or Annual Ratchet to age 85
enhanced death benefit.

See ''GWBL Guaranteed minimum Only the GWBL Standard death
death benefit'' under benefit is available.
''Guaranteed withdrawal benefit
for life (''GWBL'')'' in
''Contract features and
benefits''

See ''Annual administrative The second paragraph of this
charge'' in ''Charges and section is replaced with the
expenses'' following: The annual
administrative charge will be
deducted from the value in the
variable investment options on a
pro rata basis. If those amounts
are insufficient, we will deduct
all or a portion of the charge
from the account for special
dollar cost averaging (for
Accumulator(R) and
Accumulator(R) Elite/SM
/contracts) or the account for
special money market dollar cost
averaging (for Accumulator(R)
Plus/SM /and Accumulator(R)
Select/SM /contracts). If the
contract is surrendered or
annuitized or a death benefit is
paid on a date other than a
contract date anniversary, we
will deduct a pro rata portion
of that charge for the year.

See ''10% free withdrawal The 10% free withdrawal amount
amount'' under ''Withdrawal applies to full surrenders.
charge'' in ''Charges and
expenses'' (For Accumulator(R),
Accumulator(R) Plus/SM /and
Accumulator(R) Elite/SM
/contracts only)

See ''Certain withdrawals'' If you elect the Greater of 4%
under ''Withdrawal charge'' in Roll-Up to age 85 or Annual
''Charges and expenses'' (For Ratchet to age 85 enhanced death
Accumulator(R), Accumulator(R) benefit without a Guaranteed
Plus/SM /and Accumulator(R) minimum income benefit, the
Elite/SM /contracts only) withdrawal charge will be waived
for any withdrawal that,
together with any prior
withdrawals made during the
contract year, does not exceed
6% of the beginning of contract
year 4% Roll-Up to age 85
benefit base, even if such
withdrawals exceed the free
withdrawal amount.
--------------------------------------------------------------------------------

VII-9

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

WASHINGTON See ''Withdrawal charge'' in The owner (or older joint owner,
(CONTINUED) ''Charges and expenses'' under if applicable) has qualified to
''Disability, terminal illness, receive Social Security
or confinement to nursing home'' disability benefits as certified
(For Accumulator(R), by the Social Security
Accumulator(R) Plus/SM /and Administration or a statement
Accumulator(R) Elite/SM from an independent U.S.
/contracts only) 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.
--------------------------------------------------------------------------------

VII-10

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

Appendix VIII: Contract variations

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

The contracts described in this Prospectus are no longer being sold. You should
note that your contract's options, features and charges may vary from what is
described in this Prospectus depending on the approximate date on which you
purchased your contract. The contract may have been available in your state
past the approximate end date indicated below. You may not change your contract
or its features after issue. This Appendix reflects contract variations that
differ from what is described in this Prospectus but may have been in effect at
the time your contract was issued. If you purchased your contract during the
''Approximate Time Period'' below, the noted variation may apply to you.

In addition, options and/or features may vary among states in light of
applicable regulations or state approvals. Any such state variations are
generally not included here but instead included in Appendix VII earlier in
this section. For more information about state variations applicable to you, as
well as particular features, charges and options available under your contract
based upon when you purchased it, please contact your financial professional
and/or refer to your contract.

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

APPROXIMATE
TIME
PERIOD FEATURE/BENEFIT VARIATION
------------------------------------------------------------------------------
May Guaranteed At no additional charge, during the first
2007-February withdrawal benefit ten contract years, in each year you have
2008 for life - 5% not taken a withdrawal, we will increase
(through deferral bonus your GWBL benefit base by an amount equal
March to 5% of your total contributions. If the
2008 in Annual Ratchet (as discussed immediately
Nevada) above) occurs on any contract date
anniversary, for the next and subsequent
contract years, the bonus will be 5% of
the most recent ratcheted GWBL benefit
base plus any subsequent contributions. If
the GWBL benefit base is reduced due to an
Excess withdrawal, the 5% deferral bonus
will be calculated using the reset GWBL
benefit base plus any applicable
contributions. The deferral bonus
generally excludes contributions made in
the prior 12 months. In the first contract
year, the deferral bonus is determined
using all contributions received in the
first 90 days of the contract year. On any
contract date anniversary on which you are
eligible for a bonus, we will calculate
the applicable bonus amount. If, when
added to the current GWBL benefit base,
the amount is greater than your account
value, that amount will become your new
GWBL benefit base. If that amount is less
than or equal to your account value, your
GWBL benefit base will be ratcheted to
equal your account value, and the 5%
deferral bonus will not apply. If you opt
out of the Annual Ratchet (as discussed
immediately above), the 5% deferral bonus
will still apply.

200% Initial GWBL Not available
benefit base
guarantee

Guaranteed annual The Applicable percentages for the
withdrawal amount Guaranteed annual withdrawal amount are as
follows:

Age Applicable percentage
--- ---------------------
45-64 4.0%
65-74 5.0%
75-84 6.0%
85 and 7.0%
older

Guaranteed withdrawal If you elect the Single Life option,
benefit for life benefit the charge is equal to 0.60%. If you
charge elect the Joint Life option, the
charge is equal to 0.75%.

The maximum charge for the Single
Life option is 0.75%.

The maximum charge for the Joint
Life option is 0.90%

VIII-1

APPENDIX VIII: CONTRACT VARIATIONS

-----------------------------------------------------------------------------
APPROXIMATE TIME PERIOD FEATURE/BENEFIT VARIATION
-----------------------------------------------------------------------------
How withdrawals affect Your GWBL Standard death
your GWBL and GWBL benefit base and GWBL
Guaranteed minimum death Enhanced death benefit
benefit base are reduced on a
dollar-for-dollar basis
by any withdrawal up to
the Guaranteed annual
withdrawal amount. Once
a withdrawal causes
cumulative withdrawals
in a contract year to
exceed your Guaranteed
annual withdrawal
amount, your GWBL
Standard death benefit
base and GWBL Enhanced
death benefit base are
reduced on a pro rata
basis. If the reduced
GWBL Enhanced death
benefit base is greater
than your account value
(after the Excess
withdrawal), we will
further reduce your GWBL
Enhanced death benefit
base to equal your
account value.

Maximum payment plan The amount of the
withdrawal will increase
following any Annual
Ratchet or 5% deferral
bonus.

Customized payment plan The amount of the
withdrawal will not be
increased following any
Annual Ratchet or 5%
deferral bonus. You must
elect to change the
scheduled payment amount.

Annuity maturity date The minimum death
benefit will be reduced
dollar-for-dollar by
each payment.
-----------------------------------------------------------------------------

VIII-2

APPENDIX VIII: CONTRACT VARIATIONS

Appendix IX: Tax-sheltered annuity contracts (TSAs)

WE NO LONGER ACCEPT CONTRIBUTIONS TO THE CONTRACTS. Please see "How you can
contribute to your contract" under "Contract features and benefits" earlier in
this Prospectus for more information.

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

GENERAL; FINAL REGULATIONS UNDER SECTION 403(B)

This Appendix reflects our current understanding of some of the special federal
income tax rules applicable to annuity contracts used to fund employer plans
under Section 403(b) of the Internal Revenue Code. We refer to these contracts
as ''403(b) annuity contracts'' or ''Tax Sheltered Annuity'' contracts
(''TSAs''). The discussion in this Appendix generally assumes that a TSA has
403(b) contract status or qualifies as a 403(b) contract. In 2007, the IRS and
the Treasury Department published final Treasury Regulations under
Section 403(b) of the Code (''2007 Regulations''). As a result, there are
significant revisions to the establishment and operation of plans and
arrangements under Section 403(b) of the Code, and the contracts issued to fund
such plans. The 2007 Regulations raise a number of questions as to the effect
of the 2007 Regulations on TSAs issued prior to the effective date of the 2007
Regulations. The IRS has issued guidance intended to clarify some of these
questions, and may issue further guidance in future years. Due to the Internal
Revenue Service and Treasury regulatory changes in 2007 which became fully
effective on January 1, 2009, contracts issued prior to September 25, 2007
which qualified as 403(b) contracts under the rules at the time of issue may
lose their status as 403(b) contracts or have the availability of transactions
under the contract restricted as of January 1, 2009 unless the individual's
employer or the individual take certain actions. Please consult your tax
adviser regarding the effect of these rules (which may vary depending on the
owner's employment status, plan participation status, and when and how the
contract was acquired) on your personal situation.

EMPLOYER PLAN REQUIREMENT. The thrust of the 2007 Regulations is to eliminate
informal Section 403(b) arrangements with minimal or diffuse employer oversight
and to require employers purchasing annuity contracts for their employees under
Section 403(b) of the Code to conform to other tax-favored, employer-based
retirement plans with salary reduction contributions, such as Section 401(k)
plans and governmental employer Section 457(b) plans. The 2007 Regulations
require employers sponsoring 403(b) plans as of January 1, 2009, to have a
written plan designating administrative responsibilities for various functions
under the plan, and the plan in operation must conform to the plan terms.

LIMITATIONS ON INDIVIDUAL-INITIATED DIRECT TRANSFERS. The 2007 Regulations
revoke Revenue Ruling 90-24 (''Rev. Rul. 90-24''), effective January 1, 2009.
Prior to the 2007 Regulations, Rev. Rul. 90-24 had permitted
individual-initiated, tax-free direct transfers of funds from one 403(b)
annuity contract to another, without reportable taxable income to the
individual, and with the characterization of funds in the contract remaining
the same as under the prior contract. Under the 2007 Regulations and other IRS
published guidance, direct transfers made after September 24, 2007 are
permitted only with plan or employer approval as described below.

CONTRIBUTIONS TO THE ACCUMULATOR(R) SERIES TSA CONTRACTS

We no longer accept contributions to TSA contracts. Contributions to an
Accumulator(R) Series TSA contract had been extremely limited. AXA Equitable
had permitted contributions to be made to an Accumulator(R) Series TSA contract
only where AXA Equitable is an ''approved vendor'' under an employer's 403(b)
plan. That is, some or all of the participants in the employer's 403(b) plan
are currently contributing to a non-Accumulator AXA Equitable 403(b) annuity
contract. AXA Equitable and the employer must have agreed to share information
with respect to the Accumulator(R) Series TSA contract and other funding
vehicles under the plan.

AXA Equitable did not accept employer-remitted contributions. AXA Equitable did
not accept contributions of after-tax funds, including designated Roth
contributions, to the Accumulator(R) Series TSA contracts. We had accepted
contributions of pre-tax funds only with documentation satisfactory to us of
employer or its designee or plan approval of the transaction. Previously,
contributions must have been made in the form of a direct transfer of funds
from one 403(b) plan to another, a contract exchange under the same plan, or a
direct rollover from another eligible retirement plan.

DISTRIBUTIONS FROM TSAS

GENERAL. Generally, after the 2007 Regulations, employer or plan administrator
consent is required for loan, withdrawal or distribution transactions under a
403(b) annuity contract. Processing of a requested transaction will not be
completed until the information required to process the transaction is received
from the employer or its designee. This information will be transmitted as a
result of an information sharing agreement between AXA Equitable and the
employer sponsoring the plan.

WITHDRAWAL RESTRICTIONS. AXA Equitable treats all amounts under an
Accumulator(R) Series Rollover TSA contract as not eligible for withdrawal
until:

.. the owner is severed from employment with the employer who provided the
funds used to purchase the TSA contract;

.. the owner dies; or

.. the plan under which the Accumulator(R) Series TSA contract is purchased is
terminated.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSA contracts are generally
not subject to federal income tax until benefits are distributed. Distributions
include withdrawals from your TSA contract and annuity payments from your TSA
contract. Death benefits paid to a beneficiary are also taxable distributions.
Unless an exception applies, amounts distributed from TSA contracts are
includible in gross income as ordinary income. Distributions from TSA contracts
may be subject to 20% federal income tax withholding described under ''Federal
and state income tax withholding and information reporting'' in the ''Tax
Information'' section of the Prospectus. In addition, TSA contract
distributions may be subject to additional tax penalties.

IX-1

APPENDIX IX: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

If you have made after-tax contributions, you will have a tax basis in your TSA
contract, which will be recovered tax-free. Since AXA Equitable does not accept
after-tax funds to an Accumulator(R) Series Rollover TSA contract, we do not
track your investment in the TSA contract, if any. We will report all
distributions from this Rollover TSA contract as fully taxable. You will have
to determine how much of the distribution is taxable.

DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount
received in excess of the investment in the contract is taxable. The amount of
any partial distribution from a TSA contract prior to the annuity starting date
is generally taxable, except to the extent that the distribution is treated as
a withdrawal of after-tax contributions. Distributions are normally treated as
pro rata withdrawals of any after-tax contributions and earnings on those
contributions.

ANNUITY PAYMENTS. Annuitization payments that are based on life or life
expectancy are considered annuity payments for income tax purposes. We include
in annuitization payments Guaranteed annual withdrawals that are continued
after your account value goes to zero under a supplementary life annuity
contract, as discussed under ''Guaranteed withdrawal benefit for life
(''GWBL'')'' in the ''Contract features and benefits'' in this Prospectus. If
you elect an annuity payout option, you will recover any investment in the TSA
contract as each payment is received by dividing the investment in the TSA
contract by an expected return determined under an IRS table prescribed for
qualified annuities. The amount of each payment not excluded from income under
this exclusion ratio is fully taxable. The full amount of the payments received
after your investment in the TSA contract is recovered is fully taxable. If you
(and your beneficiary under a joint and survivor annuity) die before recovering
the full investment in the TSA contract, a deduction is allowed on your (or
your beneficiary's) final tax return.

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH. Death benefit distributions from a
TSA contract generally receive the same tax treatment as distributions during
your lifetime. In some instances, distributions from a TSA contract made to
your surviving spouse may be rolled over to a traditional IRA or other eligible
retirement plan. A surviving spouse might also be eligible to directly roll
over a TSA contract death benefit to a Roth IRA in a taxable conversion
rollover. A non-spousal death beneficiary may be able to directly roll over
death benefits to a new inherited IRA under certain circumstances.

EFFECT OF 2007 REGULATIONS ON LOANS FROM TSAS

As a result of the 2007 Regulations, loans are not available without employer
or plan administrator approval. If loans are available, loan processing may be
delayed pending receipt of information required to process the loan under an
information sharing agreement. The processing of a loan request will not be
completed until the information required to process the transaction is received
from the employer or its designee. This information will be transmitted as a
result of an information sharing agreement between AXA Equitable and the
employer sponsoring the plan.

If loans are available:

Loans are generally not treated as a taxable distribution. If the amount of the
loan exceeds permissible limits under federal income tax rules when made, the
amount of the excess is treated (solely for tax purposes) as a taxable
distribution. Additionally, if the loan is not repaid at least quarterly,
amortizing (paying down) interest and principal, the amount not repaid when due
will be treated as a taxable distribution. The entire unpaid balance of the
loan is includable in income in the year of the default.

TSA loans are subject to federal income tax limits and may also be subject to
the limits of the plan from which the funds came. Federal income tax rule
requirements apply even if the plan is not subject to ERISA. For example, loans
offered under TSA contracts are subject to the following conditions:

The amount of a loan to a participant, when combined with all other loans to
the participant from all qualified plans of the employer, cannot exceed the
lesser of:

(1)the greater of $10,000 or 50% of the participant's nonforfeitable accrued
benefits; and

(2)$50,000 reduced by the excess (if any) of the highest outstanding loan
balance over the previous 12 months over the outstanding loan balance of
plan loans on the date the loan was made.

.. In general, the term of the loan cannot exceed five years unless the loan
is used to acquire the participant's primary residence. Accumulator(R)
Series Rollover TSA contracts have a term limit of ten years for loans used
to acquire the participant's primary residence.

.. All principal and interest must be amortized in substantially level
payments over the term of the loan, with payments being made at least
quarterly. In very limited circumstances, the repayment obligation may be
temporarily suspended during a leave of absence.

The amount borrowed and not repaid may be treated as a distribution if:

.. the loan does not qualify under the conditions above;

.. the participant fails to repay the interest or principal when due; or

.. in some instances, the participant separates from service with the employer
who provided the funds or the plan is terminated.

In this case, the participant may have to include the unpaid amount due as
ordinary income. In addition, the 10% early distribution penalty tax may apply.
The amount of the unpaid loan balance is reported to the IRS on Form 1099R as a
distribution. For purposes of calculating any subsequent loans which may be
made under any plan of the same employer, a defaulted loan which has not been
fully repaid is treated as still outstanding, even after the default is
reported to the IRS on Form 1099-R. The amount treated as still outstanding
(which limits subsequent loans) includes interest accruing on the unpaid
balance.

IX-2

APPENDIX IX: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

TAX-DEFERRED ROLLOVERS AND FUNDING VEHICLE TRANSFERS. You may roll over an
''eligible rollover distribution'' from a 403(b) annuity contract into another
eligible retirement plan which agrees to accept the rollover. The rollover may
be a direct rollover or one you do yourself within 60 days after you receive
the distribution. To the extent rolled over, a distribution remains
tax-deferred.

You may roll over a distribution from a 403(b) annuity contract to any of the
following: another 403(b) plan funding vehicle, a qualified plan, a
governmental employer 457(b) plan (separate accounting required) or a
traditional IRA. A spousal beneficiary may also roll over death benefits as
above. A non-spousal death beneficiary may be able to directly roll over death
benefits to a new inherited IRA under certain circumstances. An Accumulator(R)
Series IRA contract is not available for purchase by a non-spousal death
beneficiary direct rollover.

Distributions from a 403(b) annuity contract can be rolled over to a Roth IRA.
Such conversion rollover transactions are taxable. Any taxable portion of the
amount rolled over will be taxed at the time of the rollover.

The taxable portion of most distributions will be eligible for rollover, except
as specifically excluded under federal income tax rules. Distributions that you
cannot roll over generally include periodic payments for life or for a period
of 10 years or more, hardship withdrawals and required minimum distributions
under federal income tax rules.

Direct transfers from one 403(b) annuity contract to another (whether under a
plan-to-plan transfer, or contract exchange under the same 403(b) plan, are not
distributions.

REQUIRED MINIMUM DISTRIBUTIONS

The required minimum distribution rules applicable to 403(b) annuity contracts
are generally the same as those applicable to traditional IRAs described in the
''Tax Information'' section of the Prospectus with these differences:

WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The minimum
distribution rules force 403(b) plan participants to start calculating and
taking annual distributions from their 403(b) annuity contracts by a required
date. Generally, you must take the first required minimum distribution for the
calendar year in which you turn age 70 1/2. You may be able to delay the start
of required minimum distributions for all or part of your account balance until
after age 70 1/2, as follows:

.. For 403(b) plan participants who have not retired from service with the
employer maintaining the 403(b) plan by the calendar year the participant
turns age 70 1/2, the required beginning date for minimum distributions is
extended to April 1 following the calendar year of retirement.

.. 403(b) plan participants may also delay the start of required minimum
distributions to age 75 for the portion of their account value attributable
to their December 31, 1986 TSA contract account balance, even if retired at
age 70 1/2. We will know whether or not you qualify for this exception
because it only applies to individuals who established their Accumulator(R)
Series Rollover TSA contract by direct Revenue Ruling 90-24 transfer prior
to September 25, 2007, or by a contract exchange or a plan-to-plan exchange
approved under the employer's plan after that date. If you do not give us
the amount of your December 31, 1986, account balance that is being
transferred to the Accumulator(R) Series Rollover TSA contract on the form
used to establish the TSA contract, you do not qualify.

SPOUSAL CONSENT RULES

Your employer told us on the form used to establish the TSA contract whether or
not you need to get spousal consent for loans, withdrawals or other
distributions. If you do, you will need such consent if you are married when
you request a withdrawal under the TSA contract. In addition, unless you elect
otherwise with the written consent of your spouse, the retirement benefits
payable under the plan must be paid in the form of a qualified joint and
survivor annuity. A qualified joint and survivor annuity is payable for the
life of the annuitant with a survivor annuity for the life of the spouse in an
amount not less than one-half of the amount payable to the annuitant during his
or her lifetime. In addition, if you are married, the beneficiary must be your
spouse, unless your spouse consents in writing to the designation of another
beneficiary.

If you are married and you die before annuity payments have begun, payments
will be made to your surviving spouse in the form of a life annuity unless at
the time of your death a contrary election was in effect. However, your
surviving spouse may elect, before payments begin, to receive payments in any
form permitted under the terms of the TSA contract and the plan of the employer
who provided the funds for the TSA contract.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA contract before you reach age 59 1/2 . This is in
addition to any income tax. There are exceptions to the extra penalty tax. Some
of the available exceptions to the pre-age 59 1/2 penalty tax include
distributions made:

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. to pay for certain extraordinary medical expenses (special federal income
tax definition); or

.. in any form of payout after you have separated from service (only if the
separation occurs during or after the calendar year you reach age 55); or

.. in a payout 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 (only after you have separated from
service at any age). We do not anticipate that Guaranteed annual withdrawals
made under the Guaranteed withdrawal benefit for life's Maximum or
Customized payment plan or taken as partial withdrawals will qualify for
this exception if made before age 59 1/2.

IX-3

APPENDIX IX: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

Appendix X: Rules regarding contributions to your contract

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

Any discussion of contributions relates only to additional contributions as we no longer offer this
contract to new purchasers. With limited ex-ceptions, we no longer accept contributions to the
contracts. We currently continue to accept contributions to: (i) QP contracts; and (ii) all
con-tracts issued in the state of Florida. Information regarding contributions in this section is
for the benefit of contract owners currently eligible to continue making contributions to the
contracts.
-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE NQ
-------------------------------------------------------------------------------------------------------------------------

ISSUE AGES . 0-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. 0-80 (ACCUMULATOR(R) PLUS/SM/)
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $500
CONTRIBUTION AMOUNT
. $100 monthly and $300 quarterly under our automatic investment program (additional)
-------------------------------------------------------------------------------------------------------------------------
SOURCE OF . After-tax money.
CONTRIBUTIONS
. Paid to us by check or transfer of contract value in a tax-deferred exchange under Section 1035
of the Internal Revenue Code.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . No additional contributions may be made after attainment of age 86, or if later, the first
CONTRIBUTIONS/(1)/ contract date anniversary. (Accumulator(R), Accumulator(R) Elite/SM/ & Accumulator(R)
Select/SM/)

. No additional contributions may be made after attainment of age 81 or, if later, the first
contract date anniversary. (Accumulator(R) Plus/SM/)
-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE ROLLOVER IRA
-------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 20-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. 20-80 (ACCUMULATOR(R) PLUS/SM/ )
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
. $100 monthly and $300 quarterly under our automatic investment program (additional) (subject to
tax maximums)
-------------------------------------------------------------------------------------------------------------------------
SOURCE OF . Eligible rollover distributions from 403(b) plans, qualified plans, and governmental employer
CONTRIBUTIONS 457(b) plans.

. Rollovers from another traditional individual retirement arrangement.

. Direct custodian-to-custodian transfers from another traditional individual retirement
arrangement.

. Regular IRA contributions.

. Additional catch-up contributions.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . No additional contributions may be made after attainment of age 86, or, if later, the first
CONTRIBUTIONS/(1)/ contract date anniversary. (Accumulator(R), Accumulator(R) Elite/SM/ & Accumulator(R)
Select/SM/)

. No additional contributions after attainment of age 81 or, if later, the first contract date
anniversary. (Accumulator(R) Plus/SM/)

. Contributions made after age 70 1/2 must be net of required minimum distributions.

. Although we accept regular IRA contributions (limited to $5,500) under Rollover IRA contracts,
we intend that the contract be used primarily for rollover and direct transfer contributions.

(1)Additional contributions may not be permitted under certain conditions in
your state. Please see Appendix VII earlier in this Prospectus to see if
additional contributions are permitted in your state. If you are
participating in a Principal guarantee benefit, contributions will only be
permitted for the first six months after the contract is issued and no
further contributions will be permitted for the life of the contract. For
the Guaranteed withdrawal benefit for life option, additional contributions
are not permitted after the later of: (i) the end of the first contract
year, and (ii) the date you make your first withdrawal. In addition to the
limitations described here, we also reserve the right to refuse to accept
any contribution under the contract at any time.

X-1

APPENDIX X: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

------------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE ROTH CONVERSION IRA
------------------------------------------------------------------------------------------------------------------------------

ISSUE AGES . 20-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. 20-80 (ACCUMULATOR(R) PLUS/SM/)
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
. $100 monthly and $300 quarterly under our automatic investment program (additional) (subject to
tax maximums)
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Rollovers from another Roth IRA.

. Rollovers from a "designated Roth contribution account" under specified retirement plans.

. Conversion rollovers from a traditional IRA or other eligible retirement plan.

. Direct transfers from another Roth IRA.

. Regular Roth IRA contributions.

. Additional catch-up contributions.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . No additional contributions may be made after attainment of age 86, or, if later, the first
CONTRIBUTIONS/(1)/ contract date anniversary. (Accumulator(R), Accumulator(R) Elite/SM/ & Accumulator(R)
Select/SM/)

. No additional contributions may be made after attainment of age 81 or, if later, the first
contract date anniversary. (Accumulator(R) Plus/SM/)

. Conversion rollovers after age 70 1/2 must be net of required minimum distributions for the
traditional IRA or other eligible retirement plan that is the source of the conversion rollover.

. Although we accept Roth IRA contributions (limited to $5,500) under Roth IRA contracts, we
intend that the contract be used primarily for rollover and direct transfer contributions.

. Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least
age 50 at any time during the calendar year for which the contribution is made.
------------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE INHERITED IRA BENEFICIARY CONTINUATION CONTRACT (TRADITIONAL IRA OR ROTH IRA)
------------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 0-70 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $1,000
CONTRIBUTION AMOUNT
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Direct custodian-to-custodian transfers of your interest as a death beneficiary of the deceased
owner's traditional individual retirement arrangement or Roth IRA to an IRA of the same type.

. No additional contributions are permitted to Inherited IRA contracts issued as a non-spousal
beneficiary direct rollover from an Applicable Plan.
------------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE QP
------------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 20-75 (ACCUMULATOR(R) & ACCUMULATOR(R) ELITE/SM/)

. 20-70 (ACCUMULATOR(R) PLUS/SM/)
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $500
CONTRIBUTION AMOUNT
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Only transfer contributions from other investments within an existing qualified plan trust.

. The plan must be qualified under Section 401(a) of the Internal Revenue Code.

. For 401(k) plans, transferred contributions may not include any after-tax contributions,
including designated Roth contributions.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . A separate QP contract must be established for each plan participant.
CONTRIBUTIONS/(1)/
. We do not accept regular on-going payroll contributions or contributions directly from the
employer.

. Only one additional transfer contribution may be made during a contract year.

. No additional transfer contributions after the annuitant's attainment of age 76 (age 71 under
Accumulator(R) Plus/SM/ contracts) or if later, the first contract date anniversary.

. Contributions after age 70 1/2 must be net of any required minimum distributions.

See Appendix II earlier in this Prospectus for a discussion of purchase considerations of QP contracts.
------------------------------------------------------------------------------------------------------------------------------

X-2

APPENDIX X: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

ISSUE AGES . 20-70
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
. $50 monthly or quarterly under our automatic investment program (additional) (subject to tax
maximums)
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Regular traditional IRA contributions.

. Additional catch-up contributions.

. Eligible rollover distributions from 403(b) plans, qualified plans, and governmental employer
457(b) plans.

. Rollovers from another traditional individual retirement arrangement.

. Direct custodian-to-custodian transfers from another traditional individual retirement
arrangement.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . No regular IRA contributions in the calendar year you turn age 70 1/2 and thereafter.
CONTRIBUTIONS/(1)/
. Regular contributions may not exceed $5,500.

. Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least
age 50 but un- der age 70 1/2 at any time during the calendar year for which the contribution
is made.

. Although we accept rollover and direct transfer contributions under the Flexible Premium IRA
contract, we intend that the contract be used for ongoing regular contributions.

. No additional contributions may be made after attainment of age 86.

. Additional contributions after age 70 1/2 must be net of required minimum distributions.

------------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE FLEXIBLE PREMIUM ROTH IRA
------------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 20-85 (ACCUMULATOR(R))
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
. $50 monthly or quarterly under our automatic investment program (additional) (subject to tax
maximums)
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Regular Roth IRA contributions.

. Additional catch-up contributions.

. Rollovers from another Roth IRA.

. Rollovers from a ''designated Roth contribution account'' under specified retirement plans.

. Conversion rollovers from a traditional IRA or other eligible retirement plan.

. Direct transfers from another Roth IRA.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . No additional contributions may be made after attainment of age 86, or, if later, the first
CONTRIBUTIONS/(1)/ contract date anniversary.

. Contributions are subject to income limits and other tax rules.

. Regular Roth IRA contributions may not exceed $5,500.

. Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least
age 50 at any time during the calendar year for which the contribution is made.

. Although we accept rollover and direct transfer contributions under the Flexible Premium Roth
IRA contract, we intend that the contract be used for ongoing regular Roth IRA contributions.
------------------------------------------------------------------------------------------------------------------------------

See "Tax information" earlier in this Prospectus for a more detailed discussion
of sources of contributions and certain contribution limitations. For
information on when contributions are credited under your contract see "Dates
and prices at which contract events occur" in "More information" earlier in
this Prospectus. Please review your contract for information on contribution
limitations.

X-3

APPENDIX X: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

Statement of additional information

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

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 AN ACCUMULATOR(R) SERIES STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NO. 49

Send this request form to:
Retirement Service Solutions
P.O. Box 1547
Secaucus, NJ 07096-1547

----------------------------------------------------------------------------------
Please send me an Accumulator(R) Series SAI for SEPARATE ACCOUNT NO. 49
dated May 1, 2013.
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address

----------------------------------------------------------------------------------
City State Zip

Accumulator '02/'04,
'06/'06.5, '07/'07.5,
8.0/8.2/8.3, 9.0 All
#416997

The Accumulator(R) Series

A combination variable and fixed deferred annuity contract

PROSPECTUS DATED MAY 1, 2013

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

WHAT IS THE ACCUMULATOR(R) SERIES?

The Accumulator(R) Series are deferred annuity contracts issued by AXA
EQUITABLE LIFE INSURANCE COMPANY. The series consists of Accumulator(R),
Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/ and Accumulator(R)
Select/SM/. The contracts provide for the accumulation of retirement savings
and for income. The contracts offer income and death benefit protection as
well. They also offer a number of payout options. You invest to accumulate
value on a tax-deferred basis in one or more of our "investment options":
(i) variable investment options, (ii) the guaranteed interest. option,
(iii) fixed maturity options, or (iv) the account for special dollar cost
averaging or the account for special money dollar cost averaging.+

This Prospectus is a disclosure document and describes all of the contract's
material features, benefits, rights and obligations, as well as other
information. 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 contracts may not have been available in
all states. The contract should also be read carefully.

Certain features and benefits described in this Prospectus may vary in your
state; all features and benefits may not be available in all contracts, in all
states or from all selling broker-dealers. Please see Appendix VII later in
this Prospectus for more information on state availability and/or variations of
certain features and benefits. All optional features and benefits described in
this Prospectus may not have been available at the time you purchased the
contract. We have the right to restrict availability of any optional feature or
benefit. In addition, not all optional features and benefits may be available
in combination with other optional features and benefits. We can refuse to
accept any application or contribution from you at any time, including after
you purchase the contract.
-------------
+ The account for special dollar cost averaging is only available with
Accumulator(R) and Accumulator(R) Elite/SM/ contracts. The account for
special money market dollar cost averaging is only available with
Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts.

-------------------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS
-------------------------------------------------------------------------------------------------
.. EQ/Equity 500 Index . EQ/Montag & Caldwell Growth
.. EQ/Equity Growth PLUS . EQ/Morgan Stanley Mid Cap Growth
.. EQ/Franklin Core Balanced . EQ/Mutual Large Cap Equity
.. EQ/Franklin Templeton Allocation . EQ/Oppenheimer Global
.. EQ/GAMCO Mergers and Acquisitions . EQ/PIMCO Ultra Short Bond
.. EQ/GAMCO Small Company Value . EQ/Quality Bond PLUS
.. EQ/Global Bond PLUS . EQ/Small Company Index
.. EQ/Global Multi-Sector Equity . EQ/T. Rowe Price Growth Stock
.. EQ/Intermediate Government Bond . EQ/Templeton Global Equity
.. EQ/International Core PLUS . EQ/UBS Growth and Income
.. EQ/International Equity Index . EQ/Van Kampen Comstock
.. EQ/International Value PLUS . EQ/Wells Fargo Omega Growth
.. EQ/JPMorgan Value Opportunities . Multimanager Aggressive Equity
.. EQ/Large Cap Core PLUS . Multimanager Core Bond
.. EQ/Large Cap Growth Index . Multimanager International Equity
.. EQ/Large Cap Growth PLUS . Multimanager Large Cap Core Equity
.. EQ/Large Cap Value Index . Multimanager Large Cap Value
.. EQ/Large Cap Value PLUS . Multimanager Mid Cap Growth
.. EQ/Lord Abbett Large Cap Core . Multimanager Mid Cap Value
.. EQ/MFS International Growth . Multimanager Multi-Sector Bond
.. EQ/Mid Cap Index . Multimanager Small Cap Growth
.. EQ/Mid Cap Value PLUS . Multimanager Small Cap Value
.. EQ/Money Market . Multimanager Technology
-------------------------------------------------------------------------------------------------

(1)The "AXA Allocation" Portfolios.

You may also allocate amounts to the guaranteed interest option, the fixed
maturity options, and, if applicable under your Accumulator(R) Series contract,
the account for special dollar cost averaging, which are discussed later in
this Prospectus. If you elect the Guaranteed withdrawal benefit for life or a
Principal guarantee benefit, your investment options will be limited to the
guaranteed interest option, certain permitted variable investment options and,
if applicable under your Accumulator(R) Series contract, the account for
special dollar cost averaging. The permitted variable investment options are
described later in this Prospectus.

'06/'06.5 All
#416971

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

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

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

We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible
Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion
IRA" and "Flexible Premium Roth IRA."

.. Traditional and Roth Inherited IRA beneficiary continuation contract
("Inherited IRA") (direct transfer contributions only).

.. An annuity that is an investment vehicle for a qualified defined
contribution plan ("QP") (Rollover and direct transfer contributions only).

.. An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") --
("Rollover TSA") (Rollover and direct transfer contributions only; employer
or plan approval required). We no longer accept contributions to TSA
contracts.

Not all types of contracts are available with each version of the
Accumulator(R) Series contracts. See "Rules regarding contributions to your
contract" in "Appendix X" for more information.

CONTRACT VARIATIONS

These versions of the Accumulator(R) Series contracts are no longer being sold.
This prospectus is designed for current contract owners. In addition to the
possible state variations noted above, you should note that your contract
features and charges may vary depending on the date on which you purchased your
contract. For more information about the particular features, charges and
options applicable to you, please contact your financial professional or refer
to your contract, as well as review Appendix VII later in this Prospectus for
contract variation information and timing. You may not change your contract or
its features as issued.

Registration statements relating to this offering have been filed with the
Securities and Exchange Commission ("SEC"). The statement of additional
information ("SAI") dated May 1, 2013, is part of the registration statement.
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.

Contents of this Prospectus

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

Index of key words and phrases 5
Who is AXA Equitable? 7
How to reach us 8
The Accumulator(R) Series at a glance -- key features 10

-----------------------------------------------------------------
FEE TABLE
-----------------------------------------------------------------

Examples 15
Condensed financial information 16

-----------------------------------------------------------------
1. CONTRACT FEATURES AND BENEFITS
-----------------------------------------------------------------
How you can contribute to your contract 17
Owner and annuitant requirements 17
How you can make your contributions 18
What are your investment options under the contract? 18
Portfolios of the Trusts 20
Allocating your contributions 27
Credits (FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY) 29
Guaranteed minimum death benefit and Guaranteed minimum
income benefit base 30
Annuity purchase factors 32
Guaranteed minimum income benefit option 33
Guaranteed minimum death benefit 35
Guaranteed withdrawal benefit for life ("GWBL") 37
Principal guarantee benefits 40
Guaranteed benefit offers 41
Inherited IRA beneficiary continuation contract 42
Your right to cancel within a certain number of days 43

-----------------------------------------------------------------
2. DETERMINING YOUR CONTRACT'S VALUE
-----------------------------------------------------------------
Your account value and cash value 44
Your contract's value in the variable investment options 44
Your contract's value in the guaranteed interest option 44
Your contract's value in the fixed maturity options 44
Your contract's value in the account for special dollar cost
averaging 44
Insufficient account value 44

CONTENTS OF THIS PROSPECTUS

-------------------------------------------------------------------
3.TRANSFERRING YOUR MONEY AMONG INVESTMENT
OPTIONS
-------------------------------------------------------------------
Transferring your account value 46
Our administrative procedures for calculating your Roll-Up
benefit base following a transfer 46
Disruptive transfer activity 47
Rebalancing your account value 48

-------------------------------------------------------------------
4.ACCESSING YOUR MONEY
-------------------------------------------------------------------
Withdrawing your account value 49
How withdrawals are taken from your account value 52
How withdrawals affect your Guaranteed minimum income
benefit, Guaranteed minimum death benefit and Principal
guarantee benefits 52
How withdrawals affect your GWBL and GWBL Guaranteed
minimum death benefit 52
Withdrawals treated as surrenders 53
Loans under Rollover TSA contracts 53
Surrendering your contract to receive its cash value 53
When to expect payments 54
Your annuity payout options 54

-------------------------------------------------------------------
5.CHARGES AND EXPENSES
-------------------------------------------------------------------
Charges that AXA Equitable deducts 56
Charges that the Trusts deduct 60
Group or sponsored arrangements 60
Other distribution arrangements 60

-------------------------------------------------------------------
7.TAX INFORMATION
-------------------------------------------------------------------
Overview 66
Contracts that fund a retirement arrangement 66
Transfers among investment options 66
Taxation of nonqualified annuities 66
Individual retirement arrangements (IRAs) 68
Traditional individual retirement annuities (traditional IRAs) 69
Roth individual retirement annuities (Roth IRAs) 74
Federal and state income tax withholding and information
reporting 76
Special rules for contracts funding qualified plans 77
Impact of taxes to AXA Equitable 77

-------------------------------------------------------------------
8.MORE INFORMATION
-------------------------------------------------------------------
About Separate Account No. 49 78
About the Trusts 78
About our fixed maturity options 78
About the general account 79

About other methods of payment 80
Dates and prices at which contract events occur 80
About your voting rights 81
Statutory compliance 82
About legal proceedings 82
Financial statements 82
Transfers of ownership, collateral assignments, loans and
borrowing 82
About Custodial IRAs 82
How divorce may affect your guaranteed benefits 82
How divorce may affect your Joint Life GWBL 82
Distribution of the contracts 83

--------------------------------------------------------------
9.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------

------------------------------------------------------------------
APPENDICES
------------------------------------------------------------------
I -- Condensed financial information I-1
II -- Purchase considerations for QP contracts II-1
III -- Market value adjustment example III-1
IV -- Enhanced death benefit example IV-1
V -- Hypothetical illustrations V-1
VI -- Earnings enhancement benefit example VI-1
VII -- State contract availability and/or variations of
certain features and benefits VII-1
VIII -- Contract variations VIII-1
IX -- Tax-sheltered annuity contracts (TSAs) IX-1
X -- Rules regarding contributions to your contract X-1

------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
Table of contents 120
------------------------------------------------------------------

CONTENTS OF THIS PROSPECTUS

Index of key words and phrases

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

This index should help you locate more information on the terms used in this
Prospectus.

PAGE

6% Roll-Up to age 85 31
12 month dollar cost averaging 28
account for special dollar cost averaging 27
account value 41
administrative charge 56
annual administrative charge 57
Annual Ratchet 38
Annual Ratchet to age 85 enhanced death benefit 31
annuitant 17
annuitization 54
annuity maturity date 55
annuity payout options 54
annuity purchase factors 32
automatic annual reset program 32
automatic customized reset program 32
automatic investment program 80
AXA Allocation portfolios 1
beneficiary 61
Beneficiary continuation option ("BCO") 61
business day 80
cash value 44
charges for state premium and other applicable taxes 60
contract date 18
contract date anniversary 18
contract year 18
contributions to Roth IRAs 74
regular contributions 74
rollovers and direct transfers 70
conversion contributions 75
contributions to traditional IRAs 69
regular contributions 69
rollovers and transfers 1
credit 29
disability, terminal illness or confinement to nursing home 58
disruptive transfer activity 46
distribution charge 56
Earnings enhancement benefit 36
Earnings enhancement benefit charge 59
ERISA 60
fixed-dollar option 29
fixed maturity options 26
Flexible Premium IRA 2
Flexible Premium Roth IRA 2
free look 43
free withdrawal amount 58
general account 79
general dollar cost averaging 28
guaranteed interest option 26
Guaranteed minimum death benefit 35
Guaranteed minimum death benefit and Guaranteed
minimum income benefit base 30
Guaranteed minimum death benefit/Guaranteed minimum
income benefit roll-up benefit base reset option 31

PAGE

Guaranteed minimum income benefit 33
Guaranteed minimum income benefit charge 59
Guaranteed minimum income benefit "no lapse guarantee" 33
Guaranteed withdrawal benefit for life ("GWBL") 37
Guaranteed withdrawal benefit for life charge 58
GWBL benefit base 37
Inherited IRA 2
investment options 1
Investment simplifier 29
IRA 2
IRS 64
lifetime required minimum distribution withdrawals 50
loan reserve account 52
loans under Rollover TSA 52
market adjusted amount 26
market timing 46
market value adjustment 26
maturity dates 26
maturity value 26
Mortality and expense risks charge 55
NQ 2
one-time reset option 32
Online Account Access 8
partial withdrawals 49
permitted variable investment options 18
Portfolio 1
Principal guarantee benefits 40
processing office 2, 8
QP 2
rate to maturity 26
rebalancing 47
Rollover IRA 2
Rollover TSA 2
Roth Conversion IRA 2
Roth IRA 2
SAI 2
SEC 2
self-directed allocation 27
Separate Account No. 49 76
special dollar cost averaging 27
Spousal continuation 61
standard death benefit 30
substantially equal withdrawals 49
systematic withdrawals 49
TOPS 8
TSA 2
traditional IRA 2
Trusts 1, 76
unit 43
variable investment options 1, 19
wire transmittals and electronic applications 78
withdrawal charge 56

INDEX OF KEY WORDS AND PHRASES

variable investment options Investment Funds

account value Annuity Account Value

rate to maturity Guaranteed Rates

unit Accumulation Unit

Guaranteed minimum death benefit Guaranteed death benefit

Guaranteed minimum income benefit Guaranteed Income Benefit

Guaranteed withdrawal benefit for life Guaranteed withdrawal benefit

GWBL benefit base Guaranteed withdrawal benefit for
life benefit base

Guaranteed annual withdrawal amount Guaranteed withdrawal benefit for
life Annual withdrawal amount

Excess withdrawal Guaranteed withdrawal benefit for
life Excess withdrawal
-----------------------------------------------------------------------------

INDEX OF KEY WORDS AND PHRASES

Who is AXA Equitable?

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

WHO IS AXA EQUITABLE?

HOW TO REACH US

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

.. written confirmation of financial transactions;

.. statement of your contract values at the close of each calendar year, and
any calendar quarter in which there was a financial transaction; and

.. your current account value;

.. your current allocation percentages;

.. the number of units you have in the variable investment options;

.. rates to maturity for the fixed maturity options (not available through
Online Account Access);

.. the daily unit values for the variable investment options; and

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

You can also:

.. change your allocation percentages and/or transfer among the investment
options;

.. elect to receive certain contract statements electronically;

.. enroll in, modify or cancel a rebalancing program (through Online Account
Access only)

.. change your address (not available through TOPS);

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

.. access Frequently Asked Questions and Service Forms (not available through
TOPS).

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll free 1-888-909-7770. You may use
Online Account Access by visiting our website at www.axa-equitable.com. Of
course, for reasons beyond our control, these services may sometimes be
unavailable.

WHO IS AXA EQUITABLE?

--------------------------------------------------------------------------------
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 the following business days:

.. Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

.. Friday 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 telephone transfers by your financial professional;

(2)conversion of a traditional IRA to a Roth Conversion IRA or, depending on
your contract, Flexible Premium Roth IRA contract;

(3)election of the automatic investment program;

(4)requests for loans under Rollover TSA contracts (employer or plan approval
required);

(5)spousal consent for loans under Rollover TSA contracts;

(6)requests for withdrawals or surrenders from Rollover TSA contracts (employer
or plan approval required) and contracts with the Guaranteed withdrawal
benefit for life ("GWBL");

(7)tax withholding elections (see withdrawal request form);

(8)election of the beneficiary continuation option;

(9)IRA contribution recharacterizations;

(10)Section 1035 exchanges;

(11)direct transfers and rollovers;

(12)exercise of the Guaranteed minimum income benefit;

(13)requests to reset your Roll-Up benefit base (for contracts that have both
the Guaranteed minimum income benefit and the Greater of 6% Roll-Up to age
85 or Annual Ratchet to age 85 enhanced death benefit) by electing one of
the following: onetime reset option, automatic annual reset program or
automatic customized reset program;

(14)requests to opt out of or back into the Annual Ratchet of the Guaranteed
withdrawal benefit for life ("GWBL") benefit base;

(15)death claims;

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

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

(18)requests for enrollment in either our Maximum payment plan or Customized
payment plan under the Guaranteed withdrawal benefit for life ("GWBL");

(19)requests to reset the guaranteed minimum value for contracts with a
Principal guarantee benefit;

(20)transfers into and among the investment options; and

(21)withdrawal requests.

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

(1)beneficiary changes;

(2)contract surrender;

(3)general dollar cost averaging (including the fixed dollar and interest sweep
options);

(4)12 month dollar cost averaging (for Accumulator(R) Select/SM/ contracts
only); and

(5)special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts only).

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

(1)automatic investment program;

(2)general dollar cost averaging (including the fixed dollar and interest sweep
options);

(3)12 month dollar cost averaging (for Accumulator(R) Select/SM/ contracts
only);

(4)special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts only);

(5)substantially equal withdrawals;

(6)systematic withdrawals;

(7)the date annuity payments are to begin; and

(8)RMD payments from inherited IRAs.

TO CANCEL OR CHANGE ANY OF THE FOLLOWING, WE REQUIRE WRITTEN NOTIFICATION AT
LEAST ONE CALENDAR DAY PRIOR TO YOUR CONTRACT DATE ANNIVERSARY:

(1)automatic annual reset program; and

(2)automatic customized reset program.

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

SIGNATURES:

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

WHO IS AXA EQUITABLE?

The Accumulator(R) Series at a glance -- key features

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

FOUR CONTRACT SERIES This Prospectus describes The Accumulator(R) Series
contracts -- Accumulator(R), Accumulator(R) Plus/SM/,
Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/.
Each series provides for the accumulation of retirement
savings and income, offers income and death benefit
protection, and offers various payout options.

Each series provides a different charge structure. For
details, please see the summary of the contract features
below, the "Fee table" and "Charges and expenses" later in
this Prospectus.

Each series is subject to different contribution rules,
which are described in "Contribution amounts" later in this
section and in "Rules regarding contributions to your
contract" in "Appendix X" later in this Prospectus.

The chart below shows the availability of key features
under each series of the contract.

ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
PLUS/SM/ ELITE/SM/ SELECT/SM/
-------------------------------------------------------------------------------------

Special dollar cost Yes No Yes No
averaging
-------------------------------------------------------------------------------------
12 month dollar cost No No No Yes
averaging
-------------------------------------------------------------------------------------
Credits No Yes No No

Throughout the Prospectus, any differences among the
contract 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.
----------------------------------------------------------------------------------------
PROFESSIONAL INVESTMENT The Accumulator(R) Series' variable investment options
MANAGEMENT invest in different Portfolios managed by professional
investment advisers.
----------------------------------------------------------------------------------------
FIXED MATURITY OPTIONS . Fixed maturity options ("FMOs") with maturities ranging
from approximately 1 to 10 years (subject to
availability).
. Each fixed maturity option offers a guarantee of
principal and interest rate if you hold it to maturity.
------------------------------------------------------------
If you make withdrawals or transfers from a fixed maturity
option before maturity, there will be a market value
adjustment due to differences in interest rates. If you
withdraw or transfer only a portion of a fixed maturity
amount, this may increase or decrease any value that you
have left in that fixed maturity option. If you surrender
your contract, a market value adjustment also applies.
----------------------------------------------------------------------------------------
GUARANTEED INTEREST OPTION . Principal and interest guarantees.
. Interest rates set periodically.
----------------------------------------------------------------------------------------
TAX CONSIDERATIONS . No tax on earnings inside the contract until you make
withdrawals from your contract or receive annuity
payments.
------------------------------------------------------------
. No tax on transfers among investment options inside the
contract. For more information, please see "How you can
contribute to your contract" in "Contract features and
benefits" later in this Prospectus.
------------------------------------------------------------
If you are purchasing or contributing to an annuity
contract which is an Individual Retirement Annuity (IRA) or
Tax Sheltered Annuity (TSA), or to fund an employer
retirement plan (QP or Qualified Plan), you should be aware
that such annuities do not provide tax deferral benefits
beyond those already provided by the Internal Revenue Code
for these types of arrangements. Before purchasing or
contributing to one of the contracts, 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 these annuities
compared with any other investment that you may use in
connection with your retirement plan or arrangement.
Depending on your personal situation, the contract's
guaranteed benefits may have limited usefulness because of
required minimum distributions ("RMDs").
----------------------------------------------------------------------------------------
GUARANTEED MINIMUM The Guaranteed minimum income benefit provides income
INCOME BENEFIT protection for you during your life once you elect to
annuitize the contract.
----------------------------------------------------------------------------------------

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

-----------------------------------------------------------------------------------
GUARANTEED WITHDRAWAL The Guaranteed withdrawal benefit for life option ("GWBL")
BENEFIT FOR LIFE guarantees that you can take withdrawals up to a maximum
amount each contract year (your "Guaranteed annual
withdrawal amount") beginning at age 45 or later.
Withdrawals are taken from your account value and continue
during your lifetime even if your account value falls to
zero (unless it is caused by a withdrawal that exceeds your
Guaranteed annual withdrawal amount).
-----------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS We currently continue to accept contributions to: (i) QP
contracts; and (ii) all contracts, except TSA, issued in
the state of Florida and Oregon. Information regarding
contributions in this section is for the benefit of
contract owners currently eligible to continue making
contributions to the contracts.
The chart below shows the minimum initial and additional
contribution amounts under the contracts. Initial
contribution amounts are provided for informational
purposes only. Please see "How you can contribute to your
contract" under "Contract features and benefits" and "Rules
regarding contributions to your contract" in "Appendix X"
for more information.

ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
PLUS/SM/ ELITE/SM/ SELECT/SM/
---------------------------------------------------------------------------------------------------------

NQ $5,000($500)/(1)/ $10,000($500)/(1)/ $10,000($500)/(1)/ $25,000($500)/(1)/
---------------------------------------------------------------------------------------------------------
Rollover IRA $5,000($50) $10,000($50) $10,000($50) $25,000($50)
---------------------------------------------------------------------------------------------------------
Flexible Premium IRA $4,000($50)/(2)/ n/a n/a n/a
---------------------------------------------------------------------------------------------------------
Roth Conversion IRA $5,000($50) $10,000($50) $10,000($50) $25,000($50)
---------------------------------------------------------------------------------------------------------
Flexible Premium Roth IRA $4,000($50)/(2)/ n/a n/a n/a
---------------------------------------------------------------------------------------------------------
Inherited IRA Beneficiary $5,000($1,000) n/a $10,000($1,000) $25,000($1,000)
Continuation contract
(traditional IRA or Roth
IRA) ("Inherited IRA")
---------------------------------------------------------------------------------------------------------
QP $5,000($500) $10,000($500) $10,000($500) n/a
---------------------------------------------------------------------------------------------------------
Rollover TSA/(3)/ $5,000($500) $10,000($500) $10,000($500) $25,000($500)
---------------------------------------------------------------------------------------------------------
/(1)/$100 monthly and $300 quarterly under our automatic investment program.
/(2)/$50 monthly or quarterly under our automatic investment program.
/(3)/We no longer accept contributions to TSA contracts.

. Maximum contribution limitations apply to all
contracts. For more information, please see "How you
can contribute to your contract" in "Contract features
and benefits" later in this Prospectus.
------------------------------------------------------------
In general, contributions are limited to $1.5 million
($500,000 maximum for owners or annuitants who are age 81
and older at contract issue) under all Accumulator(R)
Series contracts with the same owner or annuitant. We
generally limit aggregate contributions made after the
first contract year to 150% of first-year contributions.
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. Further, we may at
any time exercise our rights to limit or terminate your
contributions and transfers to any of the variable
investment options and to limit the number of variable
investment options which you may elect. For more
information, please see "How you can contribute to your
contract" in "Contract features and benefits" later in this
Prospectus.
---------------------------------------------------------------------------------------------
CREDIT (ACCUMULATOR(R) PLUS/SM/ We allocate your contributions to your account value. We
CONTRACTS ONLY) allocate a credit to your account value at the same time
that we allocate your contributions. The credit will apply
to additional contribution amounts only to the extent that
those amounts exceed total withdrawals from the contract.
The amount of credit may be up to 5% of each contribution,
depending on certain factors. The credit is subject to
recovery by us in certain limited circumstances.
---------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY . Partial withdrawals
. Several withdrawal options on a periodic basis
. Loans under Rollover TSA contracts (employer or plan
approval required)
. Contract surrender
. Maximum payment plan (only under contracts with GWBL)
. Customized payment plan (only under contracts with GWBL)
You may incur a withdrawal charge (not applicable to
Accumulator(R) Select/SM/ contracts) for certain
withdrawals or if you surrender your contract. You may also
incur income tax and a tax penalty. Certain withdrawals
will diminish the value of optional benefits.
---------------------------------------------------------------------------------------------

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

---------------------------------------------------------------------------------------
PAYOUT OPTIONS . Fixed annuity payout options
---------------------------------------------------------------------------------------
ADDITIONAL FEATURES . Guaranteed minimum death benefit options
. Principal guarantee benefits
. Dollar cost averaging
. Automatic investment program
. Account value rebalancing (quarterly, semiannually, and
annually)
. Free transfers
. Waiver of withdrawal charge for certain withdrawals,
disability, terminal illness, or confinement to a
nursing home (not applicable to Accumulator(R)
Select/SM/ contracts)
. Earnings enhancement benefit, an optional death benefit
available under certain contracts
. Spousal continuation
. Beneficiary continuation option
. Guaranteed minimum death benefit/Guaranteed minimum
income benefit roll-up benefit base reset
---------------------------------------------------------------------------------------
FEES AND CHARGES Please see "Fee table" later in this section for complete
details.
---------------------------------------------------------------------------------------
OWNER AND ANNUITANT ISSUE Please see "Rules regarding contributions to your contract"
AGES in "Appendix X" for owner and annuitant issue ages
applicable to your contract.
---------------------------------------------------------------------------------------
GUARANTEED BENEFIT OFFERS From time to time, we may offer you some form of payment or
incentive in return for terminating or modifying certain
guaranteed benefits. See "Guaranteed benefit offers" in
"Contract features and benefits" for more information.
---------------------------------------------------------------------------------------

OTHER CONTRACTS

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

Fee table

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

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

All features listed below may not have been available at the time you purchased
your contract. See Appendix VIII later in this Prospectus for more information.

The first table describes fees and expenses that you will pay at the time that
you surrender the contract or if you make certain withdrawals, apply your cash
value to certain payout options or request special services. Charges designed
to approximate certain taxes that may be imposed on us, such as premium taxes
in your state, may also apply.

--------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN TRANSACTIONS
--------------------------------------------------------------------------------------------------------------
Maximum withdrawal charge as a percentage of ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
contributions withdrawn (deducted if you 7.00% PLUS/SM/ ELITE/SM/ SELECT/SM/
surrender your contract or make certain 8.00% 8.00% N/A
withdrawals or apply your cash value to certain
payout options)./(1)/

SPECIAL SERVICES CHARGES
.. Wire transfer charge Current and Maximum Charge: $90
.. Express mail charge Current and Maximum Charge: $35
.. Duplicate contract charge Current and Maximum Charge: $35
----------------------------------------------------------------

The following tables describe the fees and expenses that you will pay periodically during the
time that you own the contract, not including the underlying trust portfolio fees and expenses.
-----------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
-----------------------------------------------------------------------------------------------------
Maximum annual
administrative
charge/(2)/
If your account
value on a
contract date
anniversary is
less than
$50,000/(3)/ $30
If your account
value on a
contract date
anniversary is
$50,000 or more $0
-----------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF
DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
ANNUAL EXPENSES: PLUS/SM/ ELITE/SM/ SELECT/SM/
Mortality and
expense risks/(4)/ 0.80% 0.95% 1.10% 1.10%
Administrative 0.30% 0.35% 0.30% 0.25%
Distribution 0.20% 0.25% 0.25% 0.35%
----- ----- ----- -----
Total Separate
account annual
expenses 1.30% 1.55% 1.65% 1.70%
-----------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU ELECT ANY OF THE FOLLOWING OPTIONAL
BENEFITS
-----------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM
DEATH BENEFIT
CHARGE (Calculated
as a percentage of
the applicable
benefit base.
Deducted
annually/(2) /on
each contract date
anniversary for
which the benefit
is in effect.)

Standard death
benefit and GWBL
Standard death
benefit No charge

Annual Ratchet
to age 85 0.25%

Greater of 6%
Roll-Up to age
85 or Annual
Ratchet to age 85 0.60% or 0.65%*

GWBL Enhanced
death benefit 0.30%

* Please see Appendix VIII later in this Prospectus for more information on the charge
applicable under your Accumulator(R) Series contract.
-----------------------------------------------------------------------------------------------------

FEE TABLE

PRINCIPAL GUARANTEE BENEFITS CHARGE (Calculated
as a percentage of the account value. Deducted
annually/(2) /on each contract date anniversary
for which the benefit is in effect.)

100% Principal guarantee benefit 0.50%

125% Principal guarantee benefit 0.75%
--------------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT CHARGE 0.65%
(Calculated as a percentage of the applicable
benefit base. Deducted annually/(2) /on each
contract date anniversary for which the benefit
is in effect.)
--------------------------------------------------------------------------------------
EARNINGS ENHANCEMENT BENEFIT CHARGE (Calculated 0.35%
as a percentage of the account value. Deducted
annually/(2) /on each contract date anniversary
for which the benefit is in effect.)
--------------------------------------------------------------------------------------
GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT 0.60% for the Single Life option
CHARGE (Calculated as a percentage of the GWBL 0.75% for the Joint Life option
benefit base. Deducted annually/(2)/ on each
contract date anniversary.)
--------------------------------------------------------------------------------------
If your GWBL benefit base ratchets, we will 0.75% for the Single Life option
increase your charge to: 0.90% for the Joint Life option

Please see "Guaranteed withdrawal benefit for life" ("GWBL") in "Contract
features and benefits" for more information about this feature, including its
benefit base and the Annual Ratchet provision, and "Guaranteed withdrawal
benefit for life benefit charge" in "Charges and expenses," both later in this
Prospectus.

-----------------------------------------------------------------------------
NET LOAN INTEREST CHARGE -- ROLLOVER TSA CONTRACTS ONLY 2.00%/(5)/
(Calculated and deducted daily as a percentage of the
outstanding loan amount.)
-----------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2012 (expenses that are deducted from
Portfolio assets including management fees, 12b-1 fees, service fees, and/or other Lowest Highest
expenses)/(6)/ 0.63% 1.44%
---------------------------------------------------------------------------------------------------

Notes:

(1)Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal
amount, if applicable:

Accumulator(R) Accumulator(R)
Contract Year Accumulator(R) Plus/SM/ Elite/SM/
------------- -------------- -------------- --------------

(2)If the contract is surrendered or annuitized or a death benefit is paid on
any date other than the contract date anniversary, we will deduct a pro rata
portion of the charge for that year.

(3)During the first two contract years this charge, if applicable, is equal to
the lesser of $30 or 2% of your account value. Thereafter, the charge, if
applicable, is $30 for each contract year.

(4)These charges compensate us for certain risks we assume and expenses we
incur under the contract. We expect to make a profit from these charges. For
Accumulator(R) Plus/SM/ contracts, the charges also compensate us for the
expense associated with the credit.

FEE TABLE

(5)We charge interest on loans under Rollover TSA contracts but also credit you
interest on your loan reserve account. Our net loan interest charge is
determined by the excess between the interest rate we charge over the
interest rate we credit. See "Loans under Rollover TSA contracts" later in
this Prospectus for more information on how the loan interest is calculated
and for restrictions that may apply.

(6)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
amounts for options added during the fiscal year 2012, if applicable, and
for the underlying portfolios. In addition, the "Lowest" represents the
total annual operating expenses of the EQ/Equity 500 Index Portfolio and the
EQ/Small Company Index Portfolio. The "Highest" represents the total annual
operating expenses of the Multimanager Technology Portfolio.

EXAMPLES

The examples below show the expenses that a hypothetical contract owner (who
has elected the enhanced death benefit that provides for the Greater of 6%
Roll-Up to age 85 or Annual Ratchet to age 85 and the Earnings enhancement
benefit with either the Guaranteed minimum income benefit (with the annual
reset feature) or the 125% Principal guarantee benefit) would pay in the
situations illustrated. All values in the expense examples were calculated with
the Guaranteed minimum income benefit except for the AXA Moderate Allocation
portfolio. The AXA Moderate Allocation portfolio is calculated with either the
Guaranteed minimum income benefit or the 125% Principal guarantee benefit
depending on which benefit yielded the higher expenses. These examples use an
average annual administrative charge based on the charges paid in the prior
calendar year, which results in an estimated administrative charge calculated
as a percentage of contract value, as follows: Accumulator(R) 0.012%;
Accumulator(R) Plus/SM/ 0.009%; Accumulator(R) Elite/SM/ 0.008%; and
Accumulator(R) Select/SM/ 0.006%.

The fixed maturity options, guaranteed interest option, the account for special
dollar cost averaging (if applicable under your contract) and the 12 month
dollar cost averaging program (if applicable under your contract) are not
covered by these examples. However, the annual administrative charge, the
withdrawal charge (if applicable under your contract) and the charge for any
optional benefits do apply to the fixed maturity options, guaranteed interest
option, the account for special dollar cost averaging and the 12 month dollar
cost averaging program. A market value adjustment (up or down) may apply as a
result of a withdrawal, transfer, or surrender of amounts from a fixed maturity
option.

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
example for Accumulator(R) Plus/SM/ contracts assumes that a 4% credit was
applied to your contribution. Other than the administrative charge (which is
described immediately above), the examples also assume maximum contract charges
and total annual expenses of the Portfolios (before expense limitations) set
forth in the previous charts. These examples should not be considered a
representation of past or future expenses for each 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. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

ACCUMULATOR(R)
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE APPLICABLE
END OF THE APPLICABLE TIME PERIOD TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------

(a)assuming maximum fees and
expenses of any of the
Portfolios $1,163 $2,019 $2,914 $5,092 $463 $1,419 $2,414 $5,092
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,078 $1,769 $2,508 $4,336 $378 $1,169 $2,008 $4,336
---------------------------------------------------------------------------------------------------------------
ACCUMULATOR(R) ELITE/SM/
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE APPLICABLE
END OF THE APPLICABLE TIME PERIOD TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
(a)assuming maximum fees and
expenses of any of the
Portfolios $1,300 $2,124 $2,584 $5,396 $500 $1,524 $2,584 $5,396
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,215 $1,877 $2,183 $4,667 $415 $1,277 $2,183 $4,667
---------------------------------------------------------------------------------------------------------------

FEE TABLE

ACCUMULATOR(R) PLUS/SM/
ACCUMULATOR(R)
ELITESM
-----------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE APPLICABLE
END OF THE APPLICABLE TIME PERIOD TIME PERIOD
-----------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------

(a)assuming
maximum
fees and
expenses
of any
of the
Portfolios $1,303 $2,237 $3,208 $5,460 $503 $1,537 $2,608 $5,460
-----------------------------------------------------------------------------------------
(b)assuming
minimum
fees and
expenses
of any
of the
Portfolios $1,216 $1,979 $2,790 $4,693 $416 $1,279 $2,190 $4,693
-----------------------------------------------------------------------------------------

ACCUMULATOR(R) SELECT/SM/
------------------------------------------------------------------------------------------------------------
IF YOU SURRENDER OR DO NOT
IF YOU ANNUITIZE AT THE END OF THE SURRENDER YOUR CONTRACT AT THE END OF
APPLICABLE TIME PERIOD THE APPLICABLE TIME PERIOD
------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------

(a)assuming maximum fees and
expenses of any of the
Portfolios N/A $1,889 $2,957 $5,787 $505 $1,539 $2,607 $5,437
------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios N/A $1,641 $2,558 $5,062 $420 $1,291 $2,208 $4,712
------------------------------------------------------------------------------------------------------------

For information on how your contract works under certain hypothetical
circumstances, please see Appendix V at the end of this Prospectus.

CONDENSED FINANCIAL INFORMATION

FEE TABLE

1. Contract features and benefits

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

HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

Additional contributions may not be permitted in your state. Please see
Appendix VII later in this Prospectus to see if additional contributions are
permitted in your state.

We currently limit aggregate contributions on your contract made after the
first contract year to 150% of first-year contributions (the "150% limit"). The
150% limit can be reduced or increased at any time upon advance notice to you.
Even if the aggregate contributions on your contract do not exceed the 150%
limit, we currently do not accept any contribution if: (i) the aggregate
contributions under one or more Accumulator(R) series contracts with the same
owner or annuitant would then total more than $1,500,000 ($500,000 for the same
owner or annuitant who is age 81 and older at contract issue); 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 that
we determine,
including elected benefits, 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 VII later in this Prospectus.

We may accept less than the minimum initial contribution under a contract if an
aggregate amount of contracts purchased at the same time by an individual
(including spouse) meets the minimum.

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

OWNER AND ANNUITANT REQUIREMENTS

Under NQ contracts, the annuitant can be different from the owner. We do not
permit partnerships or limited liability corporations to be owners of the
Accumulator(R) Select/SM/ contract. We also reserve the right to prohibit the
availability of the Accumulator(R) Select/SM/ contract to other non-natural
owners. A joint owner may also be named. Only natural persons can be joint
owners. This means that an entity such as a corporation cannot be a joint owner.

Under all IRA and Rollover TSA 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. This
option may not be available under your contract. See "Inherited IRA beneficiary
continuation contract" later in this section for Inherited IRA owner and
annuitant requirements.

For the Spousal continuation feature to apply, the spouses must either be joint
owners, or, for Single life 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 in some
circumstances will be required to take post-death distributions that dilute or
eliminate the value of the contractual benefit.

Accumulator(R) Plus/SM/ and Accumulator(R) Select/SM/ contracts are not
available for purchase by Charitable Remainder Trusts.

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

Under QP contracts, the owner must be the trustee of the qualified plan and the
annuitant must be the plan participant/employee. See Appendix II at the end of
this Prospectus for more information on QP contracts.

CONTRACT FEATURES AND BENEFITS

Certain benefits under your contract, as described later in this Prospectus,
are based on the age of the owner. If the owner of the contract is not a
natural person, these benefits will be based on the age of the annuitant. If
the contract is jointly owned and GWBL has not been elected, benefits are based
on the age of the older joint owner. In this Prospectus, when we use the term
"owner", we intend this to be a reference to the annuitant if the contract has
a non-natural owner. If GWBL is elected, the terms "owner" and "successor
owner" are intended to be references to annuitant and joint annuitant,
respectively, if the contract has a non-natural owner. We do not permit joint
annuitants unless you elect the Guaranteed withdrawal benefit for life on a
Joint Life basis, and the contract is owned by a non-natural owner. Under QP
contracts, all benefits are based on the age of the annuitant.

PURCHASE CONSIDERATIONS FOR A CHARITABLE REMAINDER TRUST

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS.)

If you are purchasing the contract to fund a charitable remainder trust and
elect either the Guaranteed minimum income benefit ("GMIB") or the Guaranteed
withdrawal benefit for life ("GWBL"), or an enhanced death benefit, you should
strongly consider "split-funding": that is, the trust holds investments in
addition to this Accumulator(R) Series contract. Charitable remainder trusts
are required to take specific distributions. The charitable remainder trust
annual withdrawal requirement may be equal to a percentage of the donated
amount or a percentage of the current value of the donated amount. If your
Accumulator(R) Series contract is the only source for such distributions, the
payments you need to take may significantly reduce the value of those
guaranteed benefits. Such amount may be greater than the annual increase in the
GMIB, GWBL and/or the enhanced death benefit base and/or greater than the
Guaranteed annual withdrawal amount under GWBL. See the discussion of these
benefits later in this section.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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."
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

You can choose from among the variable investment options, the guaranteed
interest option, the fixed maturity options, and the account for special dollar
cost averaging. If you elect the Guaranteed withdrawal benefit for life or the
100% Principal guarantee benefit, your investment options will be limited to
the guaranteed interest option, the account for special dollar cost averaging
and the following variable investment options: the AXA Allocation Portfolios
and the EQ/Franklin Templeton Allocation Portfolio ("permitted variable
investment options").

CONTRACT FEATURES AND BENEFITS

If you elect the 125% Principal guarantee benefit, your investment options will
be limited to the guaranteed interest option, the account for special dollar
cost averaging and the AXA Moderate Allocation Portfolio.

Please note that the account for special dollar cost averaging is available to
Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.

VARIABLE INVESTMENT OPTIONS

CONTRACT FEATURES AND BENEFITS

PORTFOLIOS OF THE TRUSTS

The AXA Allocation Portfolios and the EQ/Franklin Templeton Allocation
Portfolio offer contract owners a convenient opportunity to invest in other
portfolios that are managed and have been selected for inclusion in the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio by AXA
Equitable Funds Management Group, LLC. AXA Advisors, LLC, an affiliated
broker-dealer of AXA Equitable, may promote the benefits of such Portfolios to
contract owners and/or suggest, incidental to the sale of the contract, that
contract owners consider whether allocating some or all of their account value
to such Portfolios is consistent with their desired investment objectives. In
doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of
interest insofar as AXA Equitable may derive greater revenues from the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio than
certain other Portfolios available to you under your contract. Please see
"Allocating your contributions" in "Contract features and benefits" for more
information about your role in managing your allocations.

As described in more detail in the underlying Portfolio prospectuses, the AXA
Allocation Portfolios, the EQ/Franklin Templeton Allocation Portfolio, and
certain other affiliated Portfolios use futures and options to reduce the
Portfolio's equity exposure during periods when certain market indicators
indicate that market volatility is high. This strategy is designed to reduce
the risk of market losses from investing in equity securities. However, this
strategy may result in periods of underperformance, including those when the
specified benchmark index is appreciating, but market volatility is high. As a
result, your account value may rise less than it would have without these
defensive actions. If you have the GMIB, the Guaranteed withdrawal benefit for
life, a Principal guarantee benefit, or other guaranteed benefit, this strategy
may also indirectly suppress the value of the guaranteed benefit bases.

You should be aware that having the GMIB, the Guaranteed withdrawal benefit for
life, a Principal guarantee benefit, or other guaranteed benefits limits your
ability to invest in some of the variable investment options otherwise
available to you under the contract. If you do not have the GMIB, Guaranteed
withdrawal benefit for life, a Principal guarantee benefit, or other guaranteed
benefits then, unless otherwise stated in this Prospectus, you may select from
the variable investment options listed below. See "Allocating your
contributions" under "Contract features and benefits" for more information
about the investment restrictions under your contract.

--------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST - INVESTMENT MANAGER (OR
CLASS B SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
--------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE Seeks to achieve long-term capital appreciation. . AXA Equitable Funds
ALLOCATION Management Group, LLC
--------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE Seeks to achieve a high level of current income. . AXA Equitable Funds
ALLOCATION Management Group, LLC
--------------------------------------------------------------------------------------------------------
AXA Seeks current income and growth of capital, with a . AXA Equitable Funds
CONSERVATIVE-PLUS greater emphasis on current income. Management Group, LLC
ALLOCATION
--------------------------------------------------------------------------------------------------------
AXA MODERATE Seeks to achieve long-term capital appreciation and . AXA Equitable Funds
ALLOCATION current income. Management Group, LLC
--------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS Seeks to achieve long-term capital appreciation and . AXA Equitable Funds
ALLOCATION current income, with a greater emphasis on capital Management Group, LLC
appreciation.
--------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

--------------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST -
CLASS B SHARES INVESTMENT MANAGER (OR
PORTFOLIO NAME OBJECTIVE SUB-ADVISER(S), AS APPLICABLE)
--------------------------------------------------------------------------------------------------------------

MULTIMANAGER Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
AGGRESSIVE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. ClearBridge Investments,
LLC
. GCIC US Ltd.
. Marsico
Capital Management, LLC
. T. Rowe Price Associates,
Inc.
. Westfield Capital
Management Company, L.P.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE Seeks to achieve a balance of high current income and . BlackRock Financial
BOND capital appreciation, consistent with a prudent level of Management, Inc.
risk. . Pacific Investment
Management Company LLC
. SSgA Funds Management,
Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
INTERNATIONAL emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. EARNEST Partners, LLC
. J.P. Morgan Investment
Management Inc.
. Marsico
Capital Management, LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP CORE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Janus Capital Management,
LLC
. Thornburg Investment
Management, Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP VALUE emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Institutional Capital LLC
. MFS Investment Management
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP GROWTH emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
. Wellington Management
Company, LLP
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Diamond Hill Capital
Management, Inc.
. Knightsbridge Asset
Management, LLC
. Lord, Abbett & Co. LLC
--------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

MULTIMANAGER Seeks to achieve high total return through a combination . Pacific Investment
MULTI-SECTOR BOND of current income and capital appreciation. Management Company LLC
. Post Advisory Group, LLC
. SSgA Funds Management,
Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP GROWTH emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Lord, Abbett & Co. LLC
. Morgan Stanley
Investment Management Inc.
. NorthPointe Capital, LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
. Pacific Global Investment
Management Company
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital. . Allianz Global Investors
TECHNOLOGY US LLC
. AXA Equitable Funds
Management Group, LLC
. SSgA Funds Management,
Inc.
. Wellington Management
Company, LLP

-----------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST -
CLASS IB SHARES INVESTMENT MANAGER (OR
PORTFOLIO NAME OBJECTIVE SUB-ADVISER(S), AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------------

Seeks to achieve long-term growth of capital. . AllianceBernstein L.P.
EQ/ALLIANCEBERNSTEIN
SMALL CAP GROWTH
-----------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN Seeks to achieve long-term total return with an emphasis . AXA Equitable Funds
SMALL CAP VALUE on risk-adjusted returns and managing volatility in the Management Group, LLC
CORE Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC Seeks to achieve capital appreciation and secondarily, . BlackRock Investment
VALUE EQUITY income. Management, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS Seeks a combination of growth and income to achieve an . Boston Advisors, LLC
EQUITY INCOME above-average and consistent total return.
-----------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY Seeks to achieve long-term capital appreciation. . Calvert Investment
RESPONSIBLE Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. . Capital Guardian Trust
RESEARCH Company
-----------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX approximates the total return performance of the Russell
3000 Index, including reinvestment of dividends, at a risk
level consistent with that of the Russell 3000 Index.
-----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

----------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST -
CLASS IB SHARES INVESTMENT MANAGER (OR
PORTFOLIO NAME OBJECTIVE SUB-ADVISER(S), AS APPLICABLE)
----------------------------------------------------------------------------------------------------------------

EQ/CORE BOND INDEX Seeks to achieve a total return before expenses that . AXA Equitable Funds
approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government/Credit Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with Inc.
that of the Barclays Intermediate U.S. Government/Credit
Index.
----------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK Seeks to achieve long-term growth of capital. . Davis Selected Advisers,
VENTURE L.P.
----------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks to achieve a total return before expenses that . 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/EQUITY GROWTH Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Capital
Management, Inc.
. BlackRock Investment
Management, LLC
----------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE Seeks to maximize income while maintaining prospects . AXA Equitable Funds
BALANCED for capital appreciation with an emphasis on risk-adjusted Management Group, LLC
returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
----------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN Primarily seeks capital appreciation and secondarily seeks . AXA Equitable Funds
TEMPLETON income. Management Group, LLC
ALLOCATION
----------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS Seeks to achieve capital appreciation. . GAMCO Asset Management,
AND ACQUISITIONS Inc.
----------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL Seeks to maximize capital appreciation. . GAMCO Asset Management,
COMPANY VALUE Inc.
----------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS Seeks to achieve capital growth and current income. . AXA Equitable Funds
Management Group, LLC
. BlackRock Investment
Management, LLC
. First International
Advisors, LLC
. Wells Capital Management,
Inc.
----------------------------------------------------------------------------------------------------------------
EQ/GLOBAL Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
MULTI-SECTOR emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. Morgan Stanley
Investment Management Inc.
----------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE Seeks to achieve a total return before expenses that . AXA Equitable Funds
GOVERNMENT BOND approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government Bond Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with Inc.
that of the Barclays Intermediate U.S. Government Bond
Index.
----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

-----------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST - INVESTMENT MANAGER (OR
CLASS IB SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------------

EQ/INTERNATIONAL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CORE PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Hirayama Investments, LLC
. WHV Investment Management
-----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to achieve a total return (before expenses) that . AllianceBernstein L.P.
EQUITY INDEX approximates the total return performance of a composite
index comprised of 40% DJ EURO STOXX 50 Index, 25%
FTSE 100 Index, 25% TOPIX Index and 10% S&P/ASX
200 Index, including reinvestment of dividends, at a risk
level consistent with that of the composite index.
-----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to provide current income and long-term growth of . AXA Equitable Funds
VALUE PLUS income, accompanied by growth of capital with an Management Group, LLC
emphasis on risk-adjusted returns and managing volatility . BlackRock Investment
in the Portfolio. Management, LLC
. Northern Cross, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE Seeks to achieve long-term capital appreciation. . J.P. Morgan Investment
OPPORTUNITIES Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Institutional Capital LLC
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX approximates the total return performance of the Russell
1000 Growth Index, including reinvestment of dividends
at a risk level consistent with that of the Russell 1000
Growth Index.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH Seeks to provide long-term capital growth with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Marsico
Capital Management, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE Seeks to achieve a total return before expenses that . SSgA Funds Management,
INDEX approximates the total return performance of the Russell Inc.
1000 Value Index, including reinvestment of dividends, at
a risk level consistent with that of the Russell 1000 Value
Index.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
PLUS emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT Seeks to achieve capital appreciation and growth of . Lord, Abbett & Co. LLC
LARGE CAP CORE income with reasonable risk.
-----------------------------------------------------------------------------------------------------------------
EQ/MFS Seeks to achieve capital appreciation. . Massachusetts Financial
INTERNATIONAL Services Company d/b/a
GROWTH MFS Investment Management
-----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

EQ/MID CAP INDEX Seeks to achieve a total return before expenses that . SSgA Funds Management,
approximates the total return performance of the S&P Inc.
Mid Cap 400 Index, including reinvestment of dividends,
at a risk level consistent with that of the S&P Mid Cap
400 Index.
-----------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
PLUS emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Wellington Management
Company, LLP
-----------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve . The Dreyfus Corporation
its assets and maintain liquidity.
-----------------------------------------------------------------------------------------------------------------
EQ/MONTAG & Seeks to achieve capital appreciation. . Montag & Caldwell, LLC
CALDWELL GROWTH
-----------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY Seeks to achieve capital growth. . Morgan Stanley
MID CAP GROWTH Investment Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP Seeks to achieve capital appreciation, which may . AXA Equitable Funds
EQUITY occasionally be short-term, with an emphasis on risk Management Group, LLC
adjusted returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Mutual Advisers,
LLC
-----------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER Seeks to achieve capital appreciation. . OppenheimerFunds, Inc.
GLOBAL
-----------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA Seeks to generate a return in excess of traditional money . Pacific Investment
SHORT BOND market products while maintaining an emphasis on Management Company, LLC
preservation of capital and liquidity.
-----------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS Seeks to achieve high current income consistent with . AllianceBernstein L.P.
moderate risk to capital.
-----------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY Seeks to replicate as closely as possible (before expenses) . AllianceBernstein L.P.
INDEX the total return of the Russell 2000 Index.
-----------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE Seeks to achieve long-term capital appreciation and . T. Rowe Price Associates,
GROWTH STOCK secondarily, income. Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL Seeks to achieve long-term capital growth with an . AXA Equitable Funds
EQUITY emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Templeton
Investment Counsel, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND Seeks to achieve total return through capital appreciation . UBS Global Asset
INCOME with income as a secondary consideration. Management (Americas) Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN Seeks to achieve capital growth and income. . Invesco Advisers, Inc.
COMSTOCK
-----------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO Seeks to achieve long-term capital growth. . Wells Capital Management,
OMEGA GROWTH Inc.
-----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

GUARANTEED INTEREST OPTION

The guaranteed interest option is part of our general account and pays interest
at guaranteed rates. We discuss our general account under "More information"
later in this Prospectus.

We credit interest daily to amounts in the guaranteed interest option. There
are three levels of interest in effect at the same time in the guaranteed
interest option:

(1)the minimum interest rate guaranteed over the life of the contract,

(2)the yearly guaranteed interest rate for the calendar year, and

(3)the current interest rate.

Depending on the state where your contract is issued, your lifetime minimum
rate ranges from 1.00% to 3.00%. The data page for your contract shows the
lifetime minimum rate. Check with your financial professional as to which rate
applies in your state. The minimum yearly rate will never be less than the
lifetime minimum rate. The minimum yearly rate for 2013 is 1.00%. Current
interest rates will never be less than the yearly guaranteed interest rate.

FIXED MATURITY OPTIONS

We may offer fixed maturity options with maturity dates ranging from one to ten
years. Also, we reserve the right to discontinue offering fixed maturity
options at any time. We will not accept allocations to a fixed maturity option
if on the date the contribution or transfer is to be applied the rate to
maturity is 3%. This means that, at any given time, we may not offer fixed
maturity options with all ten possible maturity dates. You can allocate your
contributions to one or more of these fixed maturity options, however, you may
not have more than twelve different maturities running during any contract
year. This limit includes any maturities that have had any allocation or
transfers even if the entire amount is withdrawn or transferred during the
contract year. These amounts become part of a non-unitized separate account.
Interest is earned at a guaranteed rate we set for each fixed maturity option,
based on our discretion and according to our procedures ("rate to maturity").
The total amount you allocate to and accumulate in each fixed maturity option
is called the "fixed maturity amount." The fixed maturity options are not
available in all states. Check with your financial professional or see Appendix
VII later in this Prospectus to see if fixed maturity options are available in
your state.

On the maturity date of a fixed maturity option your fixed maturity amount,
assuming you have not made any withdrawals or transfers, will equal your
contribution to that fixed maturity option plus interest,
at the rate to maturity for that contribution, to the date of the calculation.
This is the fixed maturity option's "maturity value." Before maturity, the
current value we will report for your fixed maturity amounts will reflect a
market value adjustment. Your current value will reflect the market value
adjustment that we would make if you were to withdraw all of your fixed
maturity amounts on the date of the report. We call this your "market adjusted
amount."

Each new contribution is applied to a new fixed maturity option. When you apply
for an Accumulator(R) Series contract, a 60-day rate lock-in will apply from
the date the application is signed. Any contributions received and designated
for a fixed maturity option during this period will receive the then current
fixed maturity option rate or the rate that was in effect on the date that the
application was signed, whichever is greater. There is no rate lock available
for subsequent contributions to the contract after 60 days, transfers from any
of the variable investment options or the guaranteed interest option into a
fixed maturity option or transfers from one fixed maturity option to another.

(a)transfer the maturity value into another available fixed maturity option,
one or more of the variable investment options or the guaranteed interest
option; or

(b)withdraw the maturity value (for all contracts except Accumulator(R)
Select/SM/, there may be a withdrawal charge).

CONTRACT FEATURES AND BENEFITS

amount in the fixed maturity option will be a percentage of the market value
adjustment that would apply if you were to withdraw the entire amount in that
fixed maturity option. The market value adjustment applies to the amount
remaining in a fixed maturity option and does not reduce the actual amount of a
withdrawal. The amount applied to an annuity payout option will reflect the
application of any applicable market value adjustment (either positive or
negative). We only apply a positive market value adjustment to the amount in
the fixed maturity option when calculating any death benefit proceeds under
your contract. The amount of the adjustment will depend on two factors:

(b)the length of time remaining until the maturity date.

We provide an illustration of the market adjusted amount of specified maturity
values, an explanation of how we calculate the market value adjustment, and
information concerning our general account and investments purchased with
amounts allocated to the fixed maturity options, in "More information" later in
this Prospectus. Appendix III at the end of this Prospectus provides an example
of how the market value adjustment is calculated.

ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS.)

ALLOCATING YOUR CONTRIBUTIONS

SELF-DIRECTED ALLOCATION

DOLLAR COST AVERAGING

SPECIAL DOLLAR COST AVERAGING program. The special dollar cost averaging
program is only available to Accumulator(R) and Accumulator(R) Elite/SM/
contract owners. Under the program, you may choose to allocate all or a portion
of any eligible contribution to the account for special dollar cost averaging.
Contributions into the account for special dollar cost averaging may not be
transfers from other investment options. Your initial allocation to any special
dollar cost averaging program time period must be at least $2,000 and any
subsequent contribution to that same time period must be at least $250. You may
only have one time period in effect at any time and once you select a time
period, you may not change it. In Pennsylvania, we refer to this program as
"enhanced rate dollar cost averaging."

CONTRACT FEATURES AND BENEFITS

You may have your account value transferred to any of the variable investment
options available under your contract. Only the permitted variable investment
options are available if you elect the Guaranteed withdrawal benefit for life
or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation
Portfolio is available if you elect the 125% Principal guarantee benefit. We
will transfer amounts from the account for special dollar cost averaging into
the variable investment options over an available time period that you select.
We offer time periods of 3, 6 or 12 months, during which you will receive an
enhanced interest rate. We may also offer other time periods. Your financial
professional can provide information on the time periods and interest rates
currently available in your state, or you may contact our processing office. If
the special dollar cost averaging program is selected at the time of
application to purchase the Accumulator(R) Series contract, a 60 day rate lock
will apply from the date of application. Any contribution(s) received during
this 60 day period will be credited with the interest rate offered on the date
of application for the remainder of the time period selected at application.
Any contribution(s) received after the 60 day rate lock period has ended will
be credited with the then current interest rate for the remainder of the time
period selected at application. Contribution(s) made to a special dollar cost
averaging program selected after the Accumulator(R) Series contract has been
issued will be credited with the then current interest rate on the date the
contribution is received by AXA Equitable for the time period initially
selected by you. Once the time period you selected has run, you may then select
another time period for future contributions. At that time, you may also select
a different allocation for transfers to the variable investment options, or, if
you wish, we will continue to use the selection that you have previously made.
Currently, your account value will be transferred from the account for special
dollar cost averaging into the variable investment options on a monthly basis.
We may offer this program in the future with transfers on a different basis.

The only transfers that will be made from the account for special dollar cost
averaging are your regularly scheduled transfers to the variable investment
options. No amounts may be transferred from the account for special dollar cost
averaging to the guaranteed interest option or the fixed maturity options. If
you request to transfer or withdraw any other amounts from the account for
special dollar averaging, we will transfer all of the value that you have
remaining in the account for special dollar cost averaging to the investment
options according to the allocation percentages for special dollar cost
averaging we have on file for you. You may ask us to cancel your participation
at any time. We may, at any time, exercise our right to terminate transfers to
any of the variable investment options and to limit the number of variable
investment options which you may elect.

We may, at any time, exercise our right to terminate transfers to any of the
variable investment options and to limit the number of variable investment
options which you may elect.

If you are participating in a Principal guarantee benefit, the general dollar
cost averaging program is not available.

If you elect the Guaranteed withdrawal benefit for life, general dollar cost
averaging is not available.

12 MONTH DOLLAR COST AVERAGING PROGRAM. The 12 month dollar cost averaging
program is only available to Accumulator(R) Select/SM/ contract owners. You may
dollar cost average from the EQ/Money Market option into any of the other
variable investment options. You may elect to participate in the 12 month
dollar cost averaging program at any time subject to the age limitation on
contributions described earlier in this Prospectus. Contributions into the
account for 12 month dollar cost averaging may not be transfers from other
investment options. You must allocate your entire initial contribution into the
EQ/Money Market option if you are selecting the 12 month dollar cost averaging
program at application to purchase an Accumulator(R) Select/SM/ contract;
thereafter, initial allocations to any new 12 month dollar cost averaging
program time period must be at least $2,000 and any subsequent contribution to
that same time period must be at least $250. You may only have one time period
in effect at any time. We will transfer your value in the EQ/Money Market
option into the other variable investment options that you select over the next
12 months or such other period we may offer. Once the time period then in
effect has run, you may then select to participate in the dollar cost averaging
program for an additional time period. At that time, you may also select a
different allocation for transfers to the variable investment options, or, if
you wish, we will continue to use the selection that you have previously made.

CONTRACT FEATURES AND BENEFITS

12 month dollar cost averaging program, but not later than the 28th of the
month. All amounts will be transferred out by the end of the time period then
in effect. Under this program we will not deduct the mortality and expense
risks, administrative, and distribution charges from assets in the EQ/Money
Market option.

You may not transfer amounts to the EQ/Money Market option established for this
program that are not part of the 12 month dollar cost averaging program. The
only amounts that should be transferred from the EQ/Money Market option are
your regularly scheduled transfers to the other variable investment options. If
you request to transfer or withdraw any other amounts from the EQ/Money Market
option, we will transfer all of the value that you have remaining in the
account for 12 month dollar cost averaging to the investment options according
to the allocation percentages we have on file for you. You may ask us to cancel
your participation at any time.

You may not participate in the 12 month dollar cost averaging program if you
elect the Guaranteed withdrawal benefit for life or a Principal guarantee
benefit.

INVESTMENT SIMPLIFIER

FIXED-DOLLAR OPTION. Under this option you may elect to have a fixed-dollar
amount transferred out of the guaranteed interest option and into the variable
investment options of your choice. Only the permitted variable investment
options are available if you elect the Guaranteed withdrawal benefit for life
or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation
Portfolio is available if you elect the 125% Principal guarantee benefit.
Transfers may be made on a monthly, quarterly or annual basis. You can specify
the number of transfers or instruct us to continue to make transfers until all
available amounts in the guaranteed interest option have been transferred out.

In order to elect the fixed-dollar option, you must have a minimum of $5,000 in
the guaranteed interest option on the date we receive your election form at our
processing office. The transfer date will be the same calendar day of the month
as the contract date but not later than the 28th day of the month. The minimum
transfer amount is $50. Unlike the account for special dollar cost averaging
(available in Accumulator(R) and Accumulator(R) Elite/SM/ contracts only), the
fixed dollar option does not offer enhanced rates. Also, this option is subject
to the guaranteed interest option transfer limitations described under
"Transferring your account value" in "Transferring your money among investment
options" later in this Prospectus. While the program is running, any transfer
that exceeds those limitations will cause the program to end for that contract
year. You will be notified. You must send in a request form to resume the
program in the next or subsequent contract years.

If, on any transfer date, your value in the guaranteed interest option is equal
to or less than the amount you have elected to have transferred, the entire
amount will be transferred, and the program will end. You may change the
transfer amount once each contract year or cancel this program at any time. We
may, at any time, exercise our right to terminate transfers to any of the
variable investment options and to limit the number of variable investment
options which you may elect.

INTEREST SWEEP OPTION. Under this option, you may elect to have monthly
transfers from amounts in the guaranteed interest option into the variable
investment options of your choice. Only the permitted variable investment
options are available if you elect the Guaranteed withdrawal benefit for life
or the 100% Principal guarantee benefit. Only the AXA Moderate Allocation
Portfolio is available if you elect the 125% Principal guarantee benefit. The
transfer date will be the last business day of the month. The amount we will
transfer will be the interest credited to amounts you have in the guaranteed
interest option from the last business day of the prior month to the last
business day of the current month. You must have at least $7,500 in the
guaranteed interest option on the date we receive your election. We will
automatically cancel the interest sweep program if the amount in the guaranteed
interest option is less than $7,500 on the last day of the month for two months
in a row. For the interest sweep option, the first monthly transfer will occur
on the last business day of the month following the month that we receive your
election form at our processing office. We may, at any time, exercise our right
to terminate transfers to any of the variable investment options and to limit
the number of variable investment options which you may elect.

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

You may not participate in any dollar cost averaging program if you are
participating in the Option II rebalancing program. Under the Option I
rebalancing program, you may participate in any of the dollar cost averaging
programs except general dollar cost averaging, and for Accumulator(R)
Select/SM/ contract owners, the 12 month dollar cost averaging program. You may
only participate in one dollar cost averaging program at a time. See
"Transferring your money among investment options" later in this Prospectus.
Also, for information on how the dollar cost averaging program you select may
affect certain guaranteed benefits, see "Guaranteed minimum death benefit and
Guaranteed minimum income benefit base" immediately below.

CREDITS (FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY)

The amount of the credit will be 4%, 4.5% or 5% of each contribution based on
the following breakpoints and rules:

-------------------------------------------------
CREDIT PERCENTAGE
FIRST YEAR TOTAL CONTRIBUTIONS APPLIED TO
BREAKPOINTS CONTRIBUTIONS
-------------------------------------------------

The percentage of the credit is based on your total first year contributions.
If you purchase a Principal guarantee benefit, you may not make additional
contributions after the first six months. This credit percentage will be
credited to your initial contribution and each

CONTRACT FEATURES AND BENEFITS

additional contribution made in the first contract year (after adjustment as
described below), as well as those in the second and later contract years. The
credit will apply to additional contributions only to the extent that the sum
of that contribution and prior contributions to which no credit was applied
exceeds the total withdrawals made from the contract since the issue date.

.. Indication of intent: If you indicate in the application at the time you
purchase your contract an intention to make additional contributions to
meet one of the breakpoints (the "Expected First Year Contribution Amount")
and your initial contribution is at least 50% of the Expected First Year
Contribution Amount, your credit percentage will be as follows:

-- For any subsequent contribution that results in your total contributions
to date exceeding your Expected First Year Contribution Amount, such that
the credit percentage should have been higher, we will increase the
credit percentage applied to that contribution, as well as any prior or
subsequent contributions made in the first contract year, accordingly.

-- The "Indication of intent" approach to first year contributions is not
available in all states. Please see Appendix VII later in this Prospectus
for information on state availability.

.. No indication of intent:

-- For your initial contribution (if available in your state) we will apply
the credit percentage based upon the above table.

In addition to the recovery of any Excess Credit, we will recover all of the
credit or a portion of the credit in the following situations:

.. If you exercise your right to cancel the contract, we will recover the
entire credit made to your contract (see "Your right to cancel within a
certain number of days" later in this Prospectus).

We will recover any credit on a pro rata basis from the value in your variable
investment options and guaranteed interest option. If there is insufficient
value or no value in the variable investment options and guaranteed interest
option, any additional amount of the withdrawal required or the total amount of
the withdrawal will be withdrawn from the fixed maturity options in order of
the earliest maturing date(s). A market value adjustment may apply to
withdrawals from the fixed maturity options.

We do not consider credits to be contributions for purposes of any discussion
in this Prospectus. Credits are also not considered to be part of your
investment in the contract for tax purposes.

We use a portion of the mortality and expense risks charge and withdrawal
charge to help recover our cost of providing the credit. See "Charges and
expenses" later in this Prospectus. The charge associated with the credit may,
over time, exceed the sum of the credit and any related earnings. You should
consider this possibility before purchasing the contract.

GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

This section does not apply if you elect GWBL. For information about the GWBL
death benefits and benefit bases, see "Guaranteed withdrawal benefit for life
("GWBL")" later in this section.

The Guaranteed minimum death benefit base and Guaranteed minimum income benefit
base (hereinafter, in this section called your "benefit base") are used to
calculate the Guaranteed minimum income benefit and the death benefits, as
described in this section. The benefit base for the Guaranteed minimum income
benefit and any enhanced death benefit will be calculated as described below in
this section whether these options are elected individually or in combination.
Your benefit base is not an account value or a cash value. See also "Guaranteed
minimum income benefit option" and "Guaranteed minimum death benefit" below.

STANDARD DEATH BENEFIT. Your benefit base is equal to:

.. your initial contribution and any additional contributions to the contract;
less

CONTRACT FEATURES AND BENEFITS

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under "How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits" in
"Accessing your money" later in this Prospectus. The amount of any
withdrawal charge is described under "Withdrawal charge" in "Charges and
expenses" later in this Prospectus. Please note that withdrawal charges do
not apply to Accumulator(R) Select/SM/ contracts.

6% ROLL-UP TO AGE 85 (USED FOR THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL
RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME
BENEFIT). Your benefit base is equal to:

.. your initial contribution and any additional contributions to the contract;
plus

.. daily roll-up; less

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under "How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits" in
"Accessing your money" and the section entitled "Charges and expenses"
later in this Prospectus. The amount of any withdrawal charge is described
under "Withdrawal charge" in "Charges and expenses" later in this
Prospectus. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM/ contracts.

The effective annual roll-up rate credited to this benefit base is:

.. 6% with respect to the variable investment options (including amounts
allocated to the account for special dollar cost averaging under
Accumulator(R) and Accumulator(R) Elite/SM/ contracts but excluding all
other amounts allocated to the EQ/Money Market and EQ/Intermediate
Government Bond variable investment options and monies allocated to the 12
month dollar cost averaging program under Accumulator(R) Select/SM/); the
effective annual rate may be 4% in some states. Please see Appendix VII
later in this Prospectus to see what applies in your state; and

.. 3% with respect to the EQ/Intermediate Government Bond, EQ/Money Market,
the fixed maturity options, the guaranteed interest option and the loan
reserve account under Rollover TSA (if applicable).

The benefit base stops rolling up on the contract date anniversary following
the owner's (or older joint owner's, if applicable) 85th birthday. For
contracts with non-natural owners, the benefit base stops rolling up on the
contract date anniversary following the annuitant's 85th birthday.

Please see "Our administrative procedures for calculating your Roll-Up benefit
base following a transfer" later in the Prospectus for more information about
how we calculate your Roll-Up benefit base when you transfer account values
between investment options with a higher roll-up rate (4-6%) and investment
options with a lower roll-up rate (3%).

ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT AND THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85
ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT). If you
have not taken a withdrawal from your contract, your benefit base is equal to
the greater of either:

.. your initial contribution to the contract (plus any additional
contributions),

If you have taken a withdrawal from your contract, your benefit base will be
reduced from the amount described above. See "How withdrawals affect your
Guaranteed minimum income benefit, Guaranteed minimum death benefit and
Principal guarantee benefits"in "Accessing your money" later in this
Prospectus. The amount of any withdrawal charge is described under "Withdrawal
charge" in "Charges and expenses" later in this Prospectus. Please note that
withdrawal charges do not apply to Accumulator(R) Select/SM/ contracts. At any
time after a withdrawal, your benefit base is equal to the greater of either:

.. your benefit base immediately following the most recent withdrawal (plus
any additional contributions made after the date of such withdrawal),

For contracts with non-natural owners, the last contract date anniversary a
ratchet could occur is based on the annuitant's age.

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit base is
equal to the greater of the benefit base computed for the 6% Roll-Up to age 85
or the benefit base computed for the Annual Ratchet to age 85, as described
immediately above, on each contract date anniversary. For the Guaranteed
minimum income benefit, the benefit base is reduced by any applicable
withdrawal charge remaining when the option is exercised. For more information,
see "Withdrawal charge" in "Charges and expenses" later in this Prospectus.
Please note that withdrawal charges do not apply to Accumulator(R) Select/SM/
contracts.

In Washington a different roll-up rate applies to the Greater of 6% Roll-Up to
age 85 or Annual Ratchet to age 85 enhanced death benefit. See Appendix VII
later in this Prospectus.

GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP
BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the
Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death
benefit (the "Greater of enhanced death benefit") are elected, you may reset
the Roll-Up benefit base for these guaranteed benefits to equal the account
value on any contract date anniversary until the contract date anniversary
following age 75, if your contract has an annual reset. If

CONTRACT FEATURES AND BENEFITS

your contract has a five year reset, you may reset the Roll-Up benefit base for
these guaranteed benefits to equal the account value on any 5th or later
contract date anniversary until the contract date anniversary following age 75.
The reset amount would equal the account value as of the contract date
anniversary on which you reset your Roll-Up benefit base. The 6% Roll-Up
continues to age 85 on any reset benefit base.

One-time reset requests will be processed as follows:

(i)if your request is received within 30 days following your contract date
anniversary, your Roll-Up benefit base will be reset, if eligible, as of
that contract date anniversary. If your benefit base was not eligible for
a reset on that contract date anniversary, your one-time reset request
will be terminated;

Once your one-time reset request is terminated, you must submit a new request
in order to reset your benefit base.

If you wish to cancel your elected reset program, your request must be received
by our processing office at least one business day prior to your contract date
anniversary to terminate your reset program for such contract date anniversary.
Cancellation requests received after this window will be applied the following
year. A reset cannot be cancelled after it has occurred. For more information,
see "How to reach us" earlier in this Prospectus. Each time you reset the
Roll-Up benefit base, your Roll-Up benefit base will not be eligible for
another reset until the next contract date anniversary or for five years,
depending upon the reset period available under your contract. Please see
Appendix VIII later in this Prospectus for more information on the reset
feature available under your contract. If after your death your spouse
continues the contract and your contract has an annual reset, the benefit base
will be eligible to be reset on each contract date anniversary, if applicable.
However, if your contract has a five year reset, the benefit base will be
eligible to be reset either five years from the contract date or from the last
reset date, if applicable. The last age at which the benefit base is eligible
to be reset is the contract date anniversary following owner (or older joint
owner, if applicable) age 75. For contracts with non-natural owners, reset
eligibility is based on the annuitant's age.

It is important to note that once you have reset your Roll-Up benefit base, a
new waiting period to exercise the Guaranteed minimum income benefit will apply
from the date of reset; you may not exercise until the tenth contract date
anniversary following the reset or, if later, the earliest date you would have
been permitted to exercise without regard to the reset. See "Exercise rules"
under "Guaranteed minimum income benefit option" below for more information.
Please note that in almost all cases, resetting your Roll-Up benefit base will
lengthen the exercise waiting period. Also, even when there is no additional
charge when you reset your Roll-Up benefit base, the total dollar amount
charged on future contract date anniversaries may increase as a result of the
reset since the charges may be applied to a higher benefit base than would have
been otherwise applied. See "Charges and expenses" in the Prospectus.

If you are a traditional IRA, TSA or QP contract owner, before you reset your
Roll-Up benefit base, please consider the effect of the 10-year exercise
waiting period on your requirement to take lifetime required minimum
distributions with respect to the contract. If you must begin taking lifetime
required minimum distributions during the 10-year waiting period, you may want
to consider taking the annual lifetime required minimum distribution calculated
for the contract from another permissible contract or funding vehicle. If you
withdraw the lifetime required minimum distribution from the contract, and the
required minimum distribution is more than 6% of the reset benefit base, the
withdrawal would cause a pro rata reduction in the benefit base. Alternatively,
resetting the benefit base to a larger amount would make it less likely that
the required minimum distributions would exceed the 6% threshold. See "Lifetime
required minimum distribution withdrawals" and "How withdrawals affect your
Guaranteed minimum income benefit and Guaranteed minimum death benefit" in
"Accessing your money." Also, see "Required minimum distributions" under
"Individual retirement arrangements (IRAs)" in "Tax information" and Appendix
II -- "Purchase considerations for QP Contracts" as well as Appendix IX --
"Tax-sheltered annuity contracts (TSAs)" later in this Prospectus.

The Roll-Up benefit base for both the "Greater of" enhanced death benefit and
the Guaranteed minimum income benefit are reset simultaneously when you request
a Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for
one benefit and not the other.

ANNUITY PURCHASE FACTORS

Annuity purchase factors are based on interest rates, mortality tables,
frequency of payments, the form of annuity benefit, and the owner's (and any
joint owner's) age and sex in certain instances. Your contract may specify
different guaranteed annuity purchase factors for the Guaranteed minimum income
benefit and the annuity payout options.

CONTRACT FEATURES AND BENEFITS

We may provide more favorable current annuity purchase factors for the annuity
payout options.

GUARANTEED MINIMUM INCOME BENEFIT OPTION

The Guaranteed minimum income benefit is available if the owner is age 20
through 75 at the time the contract is issued. If the contract is jointly
owned, the Guaranteed minimum income benefit will be calculated on the basis of
the older owner's age. There is an additional charge for the Guaranteed minimum
income benefit which is described under "Guaranteed minimum income benefit
charge" in "Charges and expenses" later in this Prospectus. Once you purchase
the Guaranteed minimum income benefit, you may not voluntarily terminate this
benefit.

If you are purchasing the contract as an Inherited IRA or if you elect a
Principal guarantee benefit or the Guaranteed withdrawal benefit for life, the
Guaranteed minimum income benefit is not available. If you are using the
contract to fund a charitable remainder trust (for Accumulator(R) and
Accumulator(R) Elite/SM/ contracts only), you will have to take certain
distribution amounts. You should consider split-funding so that those
distributions do not adversely impact your Guaranteed minimum income benefit.
See "Owner and annuitant requirements" earlier in this section. For IRA, QP and
Rollover TSA contracts, owners over age 60 at contract issue should consider
the impact of the minimum distributions required by tax law in relation to the
withdrawal limitations under the Guaranteed minimum income benefit. See "How
withdrawals affect your Guaranteed minimum income benefit, Guaranteed minimum
death benefit and Principal guarantee benefits"in "Accessing your money"later
in this Prospectus.

If you elect the Guaranteed minimum income benefit option and change ownership
of the contract, this benefit will automatically terminate, except under
certain circumstances. See "Transfers of ownership, collateral assignments,
loans and borrowing" in "More information," later in this Prospectus for more
information.

The Guaranteed minimum income benefit guarantees you a minimum amount of fixed
income under your choice of a life annuity fixed pay-out option or a life with
a period certain payout option. You choose which of these payout options you
want and whether you want the option to be paid on a single or joint life basis
at the time you exercise your Guaranteed minimum income benefit. The maximum
period certain available under the life with a period certain payout option is
10 years. This period may be shorter, depending on the owner's age, as follows:

-------------------------------------------------------------------------------------
LEVEL PAYMENTS
-------------------------------------------------------------------------------------
PERIOD CERTAIN YEARS
OWNER'S --------------------------------------------
AGE AT EXERCISE IRAS NQ
- --------------------------------------------

75 and younger 10 10
-------------------------------------------------------------------------------------
76 9 10
-------------------------------------------------------------------------------------
77 8 10
-------------------------------------------------------------------------------------
78 7 10
-------------------------------------------------------------------------------------
79 7 10
-------------------------------------------------------------------------------------
80 7 10
-------------------------------------------------------------------------------------
81 7 9
-------------------------------------------------------------------------------------
82 7 8
-------------------------------------------------------------------------------------
83 7 7
-------------------------------------------------------------------------------------
84 6 6
-------------------------------------------------------------------------------------
85 5 5
-------------------------------------------------------------------------------------

We may also make other forms of payout options available. For a description of
payout options, see "Your annuity payout options" in "Accessing your money"
later in this Prospectus.

When you exercise the Guaranteed minimum income benefit, the annual lifetime
income that you will receive will be the greater of (i) your Guaranteed minimum
income benefit which is calculated by applying your Guaranteed minimum income
benefit base, less any applicable withdrawal charge remaining (if applicable
under your Accumulator(R) Series contract), to GMIB guaranteed annuity purchase
factors, or (ii) the greater of the income provided by applying your account
value to our then current annuity purchase factors or base contract guaranteed
annuity purchase factors. For Rollover TSA only, we will subtract from the
Guaranteed minimum income benefit base or account value any outstanding loan,
including interest accrued but not paid. You may also elect to receive monthly
or quarterly payments as an alternative. If you elect monthly or quarterly
payments, the aggregate payments you receive in a contract year will be less
than what you would have received if you had elected an annual payment, as
monthly and quarterly payments reflect the time value of money with regard to
both interest and mortality. The benefit base is applied only to the guaranteed
annuity purchase factors under the Guaranteed minimum income benefit in your
contract and not to any other guaranteed or current annuity purchase rates.
Your account value is never applied to the guaranteed annuity purchase factors
under GMIB. The amount of income you actually receive will be determined when
we receive your request to exercise the benefit.

When you elect to receive annual lifetime income, your contract (including its
death benefit and any account or cash values) will terminate and you will
receive a new contract for the annuity payout option. For a discussion of when
your payments will begin and end, see "Exercise of Guaranteed minimum income
benefit" below.

Before you elect the Guaranteed minimum income benefit, you should consider the
fact that it provides a form of insurance and is based on conservative
actuarial factors. For certain contracts, the guaranteed annuity purchase
factors we use to determine your payout annuity benefit under the Guaranteed
minimum income benefit are more conservative than the guaranteed annuity
purchase factors we use for our standard payout annuity options. This means
that, assuming the same amount is applied to purchase the benefit and that we
use guaranteed annuity purchase factors to compute the benefit, each periodic
payment under the Guaranteed minimum income benefit payout annuity will be
smaller than each periodic payment under our standard payout annuity options.
Therefore, even if your account value is less than your benefit base, you may
generate more income by applying your account value to current annuity purchase
factors. We will make this comparison for you when the need arises.

GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". In general, if your
account value falls to zero (except as discussed below, if your account value
falls to zero due to a withdrawal that causes your total contract year
withdrawals to exceed 6% of the Roll-Up benefit base as of the beginning of the
contract year or in the first contract year, all contributions received in the
first 90 days), the Guaranteed minimum income benefit will be exercised

CONTRACT FEATURES AND BENEFITS

automatically, based on the owner's (or older joint owner's, if applicable)
current age and benefit base, as follows:

.. You will have 30 days from when we notify you to change the payout option
and/or the payment frequency.

Please note that we will not automatically exercise the Guaranteed minimum
income benefit, as described above, if you have a TSA contract and withdrawal
restrictions apply.

The no lapse guarantee will terminate under the following circumstances:

.. If your account value falls to zero due to a withdrawal that causes your
total contract year withdrawals to exceed 6% of the Roll-Up benefit base
(as of the beginning of the contract year);

.. If your aggregate withdrawals during any contract year exceed 6% of the
Roll-Up benefit base (as of the beginning of the contract year or in the
first contract year, all contributions received in the first 90 days);

.. Upon the contract date anniversary following the owner (or older joint
owner, if applicable) reaching age 85.

ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to
age 85 benefit base, the table below illustrates the Guaranteed minimum income
benefit amounts per $100,000 of initial contribution, for a male owner age 60
(at issue) on the contract date anniversaries indicated, who has elected the
life annuity fixed payout option, using the guaranteed annuity purchase factors
as of the date of this Prospectus, assuming no additional contributions,
withdrawals, or loans under Rollover TSA contracts, and assuming there were no
allocations to the EQ/Intermediate Government Bond, EQ/Money Market, the
guaranteed interest option, the fixed maturity options or the loan reserve
account under Rollover TSA contracts.

-----------------------------------------------------------------------------------------------------
GUARANTEED
MINIMUM INCOME GUARANTEED MINIMUM
BENEFIT -- ANNUAL INCOME BENEFIT --
INCOME PAYABLE FOR ANNUAL INCOME PAYABLE
CONTRACT LIFE (FOR CONTRACTS FOR LIFE (FOR CONTRACTS
DATE WITH THE FIVE YEAR WITH THE ANNUAL ROLL-UP
ANNIVERSARY ROLL-UP BENEFIT BASE BENEFIT BASE RESET
AT EXERCISE RESET FEATURE) FEATURE).
-----------------------------------------------------------------------------------------------------

10 $11,891 $10,065
-----------------------------------------------------------------------------------------------------
15 $18,597 $15,266
-----------------------------------------------------------------------------------------------------

EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date
anniversary that you are eligible to exercise the Guaranteed minimum income
benefit, we will send you an eligibility notice illustrating how much income
could be provided as of the contract date anniversary. You must notify us
within 30 days following the contract date anniversary if you want to exercise
the Guaranteed minimum income benefit. You must return your contract to us,
along with all required information, within 30 days following your contract
date anniversary in order to exercise this benefit. Upon exercise of the
Guaranteed minimum income benefit, the owner will become the annuitant, and the
contract will be annuitized on the basis of the owner's life. You will begin
receiving annual payments one year after the annuity payout contract is issued.
If you choose monthly or quarterly payments, you will receive your payment one
month or one quarter after the annuity payout contract is issued. You may
choose to take a withdrawal prior to exercising the Guaranteed minimum income
benefit, which will reduce your payments. You may not partially exercise this
benefit. See "Accessing your money" under "Withdrawing your account value"
later in this Prospectus. Payments end with the last payment before the
annuitant's (or joint annuitant's, if applicable) death or, if later, the end
of the period certain (where the payout option chosen includes a period
certain).

EXERCISE RULES. Eligibility to exercise the Guaranteed minimum income benefit
is based on the owner's (or older joint owner's, if applicable) age as follows:

Please note:

(i)the latest date you may exercise the Guaranteed minimum income benefit is
within 30 days following the contract date anniversary following your 85th
birthday;

(iii)for Accumulator(R) Series QP contracts, the Plan participant can exercise
the Guaranteed minimum income benefit only if he or she elects to take a
distribution from the Plan and, in connection with this distribution, the
Plan's trustee changes the ownership of the contract to the participant.
This effects a rollover of the Accumulator(R) Series QP contract into an
Accumulator(R) Series Rollover IRA. This process must be completed within
the 30-day timeframe following the contract date anniversary in order for
the Plan participant to be eligible to exercise. However, if the
Guaranteed minimum income benefit is automatically exercised as a result
of the no lapse guarantee, a rollover into an IRA will not be effected and
payments will be made directly to the trustee;

(iv)for Accumulator(R) Series Rollover TSA contracts, you may exercise the
Guaranteed minimum income benefit only if you effect a rollover of the TSA
contract to an Accumulator(R) Series Rollover IRA. This may only occur when
you are eligible for a distribution

CONTRACT FEATURES AND BENEFITS

from the TSA. This process must be completed within the 30-day timeframe
following the contract date anniversary in order for you to be eligible to
exercise;

(v)if you reset the Roll-Up benefit base (as described earlier in this
section), your new exercise date will be the tenth contract date anniversary
following the reset or, if later, the earliest date you would have been
permitted to exercise without regard to the reset. Please note that in
almost all cases, resetting your Roll-Up benefit base will lengthen the
waiting period;

(vi)a spouse beneficiary or younger spouse joint owner under Spousal
continuation may only continue the Guaranteed minimum income benefit if the
contract is not past the last date on which the original owner could have
exercised the benefit. In addition, the spouse beneficiary or younger
spouse joint owner must be eligible to continue the benefit and to exercise
the benefit under the applicable exercise rule (described in the above
bullets) using the following additional rules. The spouse beneficiary or
younger spouse joint owner's age on the date of the owner's death replaces
the owner's age at issue for purposes of determining the availability of
the benefit and which of the exercise rules applies. The original contract
issue date will continue to apply for purposes of the exercise rules;

(vii)if the contract is jointly owned, you can elect to have the Guaranteed
minimum income benefit paid either: (a) as a joint life benefit, or (b) as
a single life benefit paid on the basis of the older owner's age; and

(viii)if the contract is owned by a trust or other non-natural person,
eligibility to elect or exercise the Guaranteed minimum income benefit is
based on the annuitant's age, rather than the owner's.

See "Effect of the owner's death" under "Payment of death benefit" later in
this Prospectus for more information.

Please see both "Insufficient account value" in "Determining your contract's
value" and "How withdrawals affect your Guaranteed minimum income benefit,
Guaranteed minimum death benefit and Principal guarantee benefits" in
"Accessing your money" and the section entitled "Charges and expenses" later in
this Prospectus for more information on these guaranteed benefits.

GUARANTEED MINIMUM DEATH BENEFIT

This section does not apply if you elect GWBL. For information about the GWBL
death benefits and benefit bases, see "Guaranteed withdrawal benefit for life
("GWBL")" later in this section.

Your contract provides a standard death benefit. If you do not elect one of the
enhanced death benefits described below, the death benefit is equal to your
account value (without adjustment for any otherwise applicable negative market
value adjustment) as of the date we receive satisfactory proof of death, any
required instructions for the method of payment, information and forms
necessary to effect payment, OR the standard death benefit, whichever provides
the higher amount. The standard death benefit is equal to your total
contributions, adjusted for any withdrawals (and any associated withdrawal
charges, if applicable under your Accumulator(R) Series contract). The standard
death benefit is the only death benefit available for owners (or older joint
owners, if applicable) ages 76 through 85 at issue (ages 76 through 80 at issue
for Accumulator(R) Plus/SM/ contracts). Once your contract is issued, you may
not change or voluntarily terminate your death benefit.

If you elect one of the enhanced death benefits (not including the GWBL
Enhanced death benefit), the death benefit is equal to your account value
(without adjustment for any otherwise applicable negative market value
adjustment) as of the date we receive satisfactory proof of the owner's (or
older joint owner's, if applicable) death, any required instructions for the
method of payment, information and forms necessary to effect payment, or your
elected enhanced death benefit on the date of the owner's (or older joint
owner's, if applicable) death, adjusted for any subsequent withdrawals (and
associated withdrawal charges, if applicable under your Accumulator(R) Series
contract), whichever provides the higher amount. See "Payment of death benefit"
later in this Prospectus for more information.

Any of the enhanced death benefits or the standard death benefit can be elected
by themselves or with the Guaranteed minimum income benefit.

If you elect one of the enhanced death benefit options described below and
change ownership of the contract, generally the benefit will automatically
terminate, except under certain circumstances. If this occurs, any enhanced
death benefit elected will be replaced with the standard death benefit. For
contracts with non-natural owners, the death benefit will be payable upon the
death of the annuitant. See "Transfers of ownership, collateral assignments,
loans and borrowing" in "More information" later in this Prospectus for more
information.

OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF
APPLICABLE) AGES 0 THROUGH 75 AT ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT ISSUE
OF ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM ROTH IRA, AND ROLLOVER
TSA CONTRACTS; 20 THROUGH 70 AT ISSUE OF FLEXIBLE PREMIUM IRA CONTRACTS; 0
THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS; AND 20 THROUGH 75 AT ISSUE OF
QP CONTRACTS (20 THROUGH 70 AT ISSUE FOR ACCUMULATOR(R) PLUS/SM/ QP CONTRACTS).
FOR CONTRACTS WITH NON-NATURAL OWNERS, THE AVAILABLE DEATH BENEFITS ARE BASED
ON THE ANNUITANT'S AGE. SEE "RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT" IN
"APPENDIX X" FOR MORE INFORMATION.

Subject to state availability, you may elect one of the following enhanced
death benefits (see Appendix VII later in this Prospectus for state
availability of these benefits):

.. Annual Ratchet to age 85.

.. The Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85.

CONTRACT FEATURES AND BENEFITS

Each enhanced death benefit is equal to its corresponding benefit base
described earlier in "Guaranteed minimum death benefit and Guaranteed minimum
income benefit base." Once you have made your enhanced death benefit election,
you may not change it.

If you are using your Accumulator(R) or Accumulator(R) Elite/SM/ contract to
fund a charitable remainder trust, you will have to take certain distribution
amounts. You should consider split-funding so that those distributions do not
adversely impact your enhanced death benefit. See "Owner and annuitant
requirements" earlier in this section.

See Appendix IV later in this Prospectus for an example of how we calculate an
enhanced death benefit.

EARNINGS ENHANCEMENT BENEFIT

Subject to state and contract availability, if you are purchasing a contract
under which the Earnings enhancement benefit is available, you may elect the
benefit at the time you purchase your contract (see Appendix VII later in this
Prospectus for state availability of these benefits). The Earnings enhancement
benefit provides an additional death benefit as described below. See "Tax
information" later in this Prospectus for the potential tax consequences of
electing to purchase the Earnings enhancement benefit in an NQ, IRA or Rollover
TSA contract. Once you purchase the Earnings enhancement benefit, you may not
voluntarily terminate the feature. If you elect the Guaranteed withdrawal
benefit for life, the Earnings enhancement benefit is not available.

If you elect the Earnings enhancement benefit described below and change
ownership of the contract, generally this benefit will automatically terminate,
except under certain circumstances. See "Transfers of ownership, collateral
assignments, loans and borrowing" in "More information," later in this
Prospectus for more information.

the GREATER OF:

.. the account value, OR

.. any applicable death benefit

DECREASED BY:

.. total net contributions

For purposes of calculating your Earnings enhancement benefit, the following
applies: (i) "Net contributions" are the total contributions made (or if
applicable, the total amount that would otherwise have been paid as a death
benefit had the spouse beneficiary or younger spouse joint owner not continued
the contract plus any subsequent contributions) adjusted for each withdrawal
that exceeds your Earnings enhancement benefit earnings. "Net contributions"
are reduced by the amount of that excess. Earnings enhancement benefit earnings
are equal to (a) minus (b) where (a) is the greater of the account value and
the death benefit immediately prior to the withdrawal, and (b) is the net
contributions as adjusted by any prior withdrawals (for Accumulator(R) Plus/SM/
contracts, credit amounts are not included in "net contributions"); and
(ii) "Death benefit" is equal to the GREATER of the account value as of the
date we receive satisfactory proof of death OR any applicable Guaranteed
minimum death benefit as of the date of death.

the GREATER OF:

.. the account value, OR

.. any applicable death benefit

DECREASED BY:

.. total net contributions

The value of the Earnings enhancement benefit is frozen on the first contract
date anniversary after the owner (or older joint owner, if applicable) turns
age 80, except that the benefit will be reduced for withdrawals on a pro rata
basis. Reduction on a pro rata basis means that we calculate the percentage of
the current account value that is being withdrawn and we reduce the benefit by
that percentage. For example, if the account value is $30,000 and you withdraw
$12,000, you have withdrawn 40% of your account value. If the benefit is
$40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40)
and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000).

For contracts with non-natural owners, your eligibility to elect the Earnings
enhancement benefit will be based on the annuitant's age.

For an example of how the Earnings enhancement benefit is calculated, please
see Appendix VI.

For contracts continued under Spousal continuation upon the death of the spouse
(or older spouse, in the case of jointly owned contracts), the account value
will be increased by the value of the Earnings enhancement benefit as of the
date we receive due proof of death. The benefit will then be based on the age
of the surviving spouse as of the date of the deceased spouse's death for the
remainder of the contract. If the surviving spouse is age 76 or older, the
benefit will terminate and the charge will no longer be in effect. The spouse
may also take the death

CONTRACT FEATURES AND BENEFITS

benefit (increased by the Earnings enhancement benefit) in a lump sum. See
"Spousal continuation" in "Payment of death benefit" later in this Prospectus
for more information.

The Earnings enhancement benefit must be elected when the contract is first
issued. Neither the owner nor the successor owner can add it after the contract
has been issued. Ask your financial professional or see Appendix VII later in
this Prospectus to see if this feature is available in your state.

You may have been the recipient of an offer that provided for an increase in
your account value in return for terminating your Earnings Enhancement benefit.
If you accepted such an offer, your Earnings Enhancement benefit has been
replaced with the return of account value death benefit. If you did not accept
an offer, your Earnings Enhancement benefit is still in effect. See "Guaranteed
benefit offers" later in this section for more information.

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL")

For an additional charge, the Guaranteed withdrawal benefit for life ("GWBL")
guarantees that you can take withdrawals up to a maximum amount per year (your
"Guaranteed annual withdrawal amount"). GWBL is only available at issue. This
benefit is not available at issue ages younger than 45. GWBL is not available
if you have elected the Guaranteed minimum income benefit, the Earnings
enhancement benefit or one of our Principal guarantee benefits described later
in this Prospectus. You may elect one of our automated payment plans or you may
take partial withdrawals. All withdrawals reduce your account value and
Guaranteed minimum death benefit. See "Accessing your money" later in this
Prospectus for more information.

If you elect the GWBL, your investment options will be limited to the permitted
variable investment options, the guaranteed interest option and the account for
special dollar cost averaging (for Accumulator(R) and Accumulator(R) Elite/SM/
contracts only). Please note that the 12 month dollar cost averaging program
(for Accumulator(R) Select/SM/ contracts only) and our general dollar cost
averaging program are not available if you elect the GWBL, but the investment
simplifier program is available if you elect the GWBL. See "What are your
investment options under the contract?" earlier in this section.

You may buy this benefit on a single life ("Single Life") or a joint life
("Joint Life") basis. Under a Joint Life contract, lifetime withdrawals are
guaranteed for the life of both the owner and successor owner (or annuitant and
joint annuitant, as applicable).

For Joint Life contracts, a successor owner may be named at contract issue
only. The successor owner must be the owner's spouse. If you and the successor
owner are no longer married, you may either: (i) drop the original successor
owner or (ii) replace the original successor owner with your new spouse. This
can only be done before the first withdrawal is made from the contract. After
the first withdrawal, the successor owner can be dropped but cannot be
replaced. If the successor owner is dropped after withdrawals begin, the charge
will continue based on a Joint Life basis. For NQ contracts, you have the
option to designate the successor owner as a joint owner.

For Joint Life contracts owned by a non-natural owner, a joint annuitant may be
named at contract issue only. The annuitant and joint annuitant must be
spouses. If the annuitant and joint annuitant are no longer married, you may
either: (i) drop the joint annuitant or (ii) replace the original joint
annuitant with the annuitant's new spouse. This can only be done before the
first withdrawal. After the first withdrawal, the joint annuitant may be
dropped but cannot be replaced. If the joint annuitant is dropped after
withdrawals begin, the charge continues based on a Joint Life basis. Joint
annuitants are not permitted under any other contracts.

This benefit is not available under an Inherited IRA contract. Joint Life QP
and TSA contracts are not permitted in connection with this benefit. If you are
using your Accumulator(R) or Accumulator(R) Elite/SM/ contract to fund a
charitable remainder trust, you will have to take certain distribution amounts.
You should consider split-funding so that those distributions do not adversely
impact your guaranteed withdrawal benefit for life. See "Owner and annuitant
requirements" earlier in this section.

The cost of the GWBL benefit will be deducted from your account value on each
contract date anniversary. Please see "Guaranteed withdrawal benefit for life
benefit charge" in "Charges and expenses" later in this Prospectus for a
description of the charge.

You should not purchase this benefit if:

.. You plan to take withdrawals in excess of your Guaranteed annual withdrawal
amount because those withdrawals may significantly reduce or eliminate the
value of the benefit (see "Effect of Excess withdrawals" below in this
section);

.. You are not interested in taking withdrawals prior to the contract's
maturity date;

.. You are using the contract to fund a Rollover TSA or QP contract where
withdrawal restrictions will apply; or

The Federal Defense of Marriage Act precludes same-sex married couples,
domestic partners, and civil union partners from being considered married under
federal law. Such individuals, therefore, are not entitled to the favorable tax
treatment accorded spouses under federal tax law. As a result, mandatory
distributions from the contract must be made after the death of the first
individual. Accordingly, the GWBL will have little or no value to the surviving
same-gender spouse or partner. You should consult with your tax adviser for
more information on this subject.

For traditional IRAs, TSA and QP contracts, you may take your lifetime required
minimum distributions ("RMDs") without losing the value of the GWBL benefit,
provided you comply with the conditions described under "Lifetime required
minimum distribution withdrawals" in "Accessing your money" later in this
Prospectus, including utilizing our Automatic RMD service. If you do not expect
to comply with these conditions, this benefit may have limited usefulness for
you and you should consider whether it is appropriate. Please consult your tax
adviser.

CONTRACT FEATURES AND BENEFITS

GWBL BENEFIT BASE

At issue, your GWBL benefit base is equal to your initial contribution and will
increase or decrease, as follows:

.. Your GWBL benefit base increases by any subsequent contributions.

.. Your GWBL benefit base may be increased on each contract date anniversary,
as described below under "Annual Ratchet" and "5% deferral bonus."

.. Your GWBL benefit base is not reduced by withdrawals except those
withdrawals that cause total withdrawals in a contract year to exceed your
Guaranteed annual withdrawal amount ("Excess withdrawal"). See "Effect of
Excess withdrawals" below in this section.

GUARANTEED ANNUAL WITHDRAWAL AMOUNT

Your initial Guaranteed annual withdrawal amount is equal to a percentage of
the GWBL benefit base. The initial applicable percentage ("Applicable
percentage") is based on the owner's age at the time of the first withdrawal.
For Joint Life contracts, the initial Applicable percentage is based on the age
of the owner or successor owner, whoever is younger at the time of the first
withdrawal. For contracts held by non-natural owners, the initial Applicable
percentage is based on either the annuitant's age or on the younger annuitant's
age, if applicable, at the time of the first withdrawal. If your GWBL benefit
base ratchets, as described below in this section under "Annual Ratchet," on
any contract date anniversary after you begin taking withdrawals, your
Applicable percentage may increase based on your attained age at the time of
the ratchet. The Applicable percentages are as follows:

----------------------------------
AGE APPLICABLE PERCENTAGE
----------------------------------

45-64 4.0%
----------------------------------
65-74 5.0%
----------------------------------
75-84 6.0%
----------------------------------
85 and older 7.0%
----------------------------------

We will recalculate the Guaranteed annual withdrawal amount on each contract
date anniversary and as of the date of any subsequent contribution or Excess
withdrawal, as described below under "Effect of Excess withdrawals" and
"Subsequent contributions." The withdrawal amount is guaranteed never to
decrease as long as there are no Excess withdrawals.

The withdrawal charge, if applicable under your Accumulator(R) Series contract,
is waived for withdrawals up to the Guaranteed annual with drawal amount, but
all withdrawals are counted toward your free withdrawal amount. See "Withdrawal
charge" in "Charges and expenses" later in this Prospectus.

EFFECT OF EXCESS WITHDRAWALS

.. The GWBL benefit base is reset as of the date of the Excess with drawal to
equal the LESSER of: (i) the GWBL benefit base immediately prior to the
Excess withdrawal, and (ii) the account value immediately following the
Excess withdrawal.

.. The Guaranteed annual withdrawal amount is recalculated to equal the
Applicable percentage multiplied by the reset GWBL benefit base.

You should not purchase the contract if you plan to take withdrawals in excess
of your Guaranteed annual withdrawal amount as such with drawals may
significantly reduce or eliminate the value of the GWBL benefit. If your
account value is less than your GWBL benefit base (due, for example, to
negative market performance), an Excess withdrawal, even one that is only
slightly more than your Guaranteed annual withdrawal amount, can significantly
reduce your GWBL benefit base and the Guaranteed annual withdrawal amount.

For example, assume your GWBL benefit base is $100,000 and your account value
is $80,000 when you decide to begin taking withdrawals at age 65. Your
Guaranteed annual withdrawal amount is equal to $5,000 (5.0% of $100,000). You
take an initial withdrawal of $8,000. Since your GWBL benefit base is
immediately reset to equal the lesser of your GWBL benefit base prior to the
Excess withdrawal ($100,000) and your account value immediately following the
Excess withdrawal ($80,000 minus $8,000), your GWBL benefit base is now
$72,000. In addition, your Guaranteed annual withdrawal amount is reduced to
$3,600 (5.0% of $72,000), instead of the original $5,000. See "How withdrawals
affect your GWBL and GWBL Guaranteed minimum death benefit" in "Accessing your
money" later in this Prospectus.

Withdrawal charges, if applicable under your Accumulator(R) Series contract,
are applied to the amount of the withdrawal that exceeds the greater of (i) the
Guaranteed annual withdrawal amount or (ii) the 10% free withdrawal amount. A
withdrawal charge would not be applied in the example above since the $8,000
withdrawal (equal to 10% of the contract's account value as of the beginning of
the contract year) falls within the 10% free withdrawal amount. Under the
example above, additional withdrawals during the same contract year could
result in a further reduction of the GWBL benefit base and the Guaranteed
annual withdrawal amount, as well as an application of withdrawal charges, if
applicable. See "Withdrawal charge" in "Charges and expenses" later in this
Prospectus.

You should note that an Excess withdrawal that reduces your account value to
zero terminates the contract, including all benefits, without value. See
"Insufficient account value" in "Determining your contract's value" later in
this Prospectus.

CONTRACT FEATURES AND BENEFITS

For more information, see "Lifetime required minimum distribution withdrawals"
in "Accessing your money" later in this Prospectus. Loans are not available
under Rollover TSA contracts if GWBL is elected.

ANNUAL RATCHET

If your GWBL benefit base ratchets, we will increase the charge for the benefit
to the maximum charge permitted under the contract. Once we increase the
charge, it is increased for the life of the contract. We will permit you to opt
out of the ratchet if the charge increases. If you choose to opt out, your
charge will stay the same but your GWBL benefit base will no longer ratchet.
Upon request, we will permit you to accept a GWBL benefit base ratchet with the
charge increase on a subsequent contract date anniversary. For a description of
the charge increase, see "Guaranteed withdrawal benefit for life benefit
charge" in "Charges and expenses" later in this Prospectus.

5% DEFERRAL BONUS

At no additional charge, during the first ten contract years, in each year you
have not taken a withdrawal, we will increase your GWBL benefit base by an
amount equal to 5% of your total contributions. If the Annual Ratchet (as
discussed immediately above) occurs on any contract date anniversary, for the
next and subsequent contract years, the bonus will be 5% of the most recent
ratcheted GWBL benefit base plus any subsequent contributions. If the GWBL
benefit base is reduced due to an Excess withdrawal, the 5% deferral bonus will
be calculated using the reset GWBL benefit base plus any applicable
contributions. The deferral bonus generally excludes contributions made in the
prior 12 months. In the first contract year, the deferral bonus is determined
using all contributions received in the first 90 days of the contract year.

On any contract date anniversary on which you are eligible for a bonus, we will
calculate the applicable bonus amount. If, when added to the current GWBL
benefit base, the amount is greater than your account value, that amount will
become your new GWBL benefit base. If that amount is less than or equal to your
account value, your GWBL benefit base will be ratcheted to equal your account
value, and the 5% deferral bonus will not apply. If you opt out of the Annual
Ratchet (as discussed immediately above), the 5% deferral bonus will still
apply.

SUBSEQUENT CONTRIBUTIONS

Subsequent contributions are not permitted after the later of: (i) the end of
the first contract year, and (ii) the date the first withdrawal is taken.

GWBL GUARANTEED MINIMUM DEATH BENEFIT

The GWBL Standard death benefit is equal to the GWBL Standard death benefit
base. The GWBL Standard death benefit base is equal to your initial
contribution and any additional contributions less a deduction that reflects
any withdrawals you make (see "How withdrawals affect your GWBL and GWBL
Guaranteed minimum death benefit" in "Accessing your money" later in this
Prospectus).

The GWBL Enhanced death benefit is equal to the GWBL Enhanced death benefit
base.

Your initial GWBL Enhanced death benefit base is equal to your initial
contribution and will increase or decrease, as follows:

.. Your GWBL Enhanced death benefit base increases by any subsequent
contribution;

.. Your GWBL Enhanced death benefit base increases to equal your account value
if your GWBL benefit base is ratcheted, as described above in this section;

.. Your GWBL Enhanced death benefit base increases by any 5% deferral bonus,
as described above in this section; and

.. Your GWBL Enhanced death benefit base decreases by an amount which reflects
any withdrawals you make.

See "How withdrawals affect your GWBL and GWBL Guaranteed minimum death
benefit" in "Accessing your money" later in this Prospectus.

The death benefit is equal to your account value (adjusted for any pro rata
optional benefit charges) as of the date we receive satisfactory proof of
death, any required instructions for method of payment, information and forms
necessary to effect payment or the applicable GWBL Guaranteed minimum death
benefit on the date of the owner's death (adjusted for any subsequent
withdrawals and associated withdrawal charges, if applicable), whichever
provides a higher amount. For more information, see "Withdrawal charge" in
"Charges and expenses" later in the Prospectus.

EFFECT OF YOUR ACCOUNT VALUE FALLING TO ZERO

However, if your account value falls to zero, either due to a withdrawal or
surrender that is not an Excess withdrawal or due to a deduction of charges,
please note the following:

.. Your Accumulator(R) Series contract terminates and you will receive a
supplementary life annuity contract setting forth your continuing benefits.
The owner of the Accumulator(R) Series

CONTRACT FEATURES AND BENEFITS

contract will be the owner and annuitant. The successor owner, if
applicable, will be the joint annuitant. If the owner is non-natural, the
annuitant and joint annuitant, if applicable, will be the same as under your
Accumulator(R) Series contract.

.. No subsequent contributions will be permitted.

.. If you were taking withdrawals through the "Maximum payment plan," we will
continue the scheduled withdrawal payments on the same basis.

.. If you were taking withdrawals through the "Customized payment plan" or in
unscheduled partial withdrawals, we will pay the balance of the Guaranteed
annual withdrawal amount for that contract year in a lump sum. Payment of
the Guaranteed annual withdrawal amount will begin on the next contract
date anniversary.

.. Payments will continue at the same frequency for Single or Joint Life
contracts, as applicable, or annually if automatic payments were not being
made.

.. Any guaranteed minimum death benefit remaining under the original contract
will be carried over to the supplementary life annuity contract. The death
benefit will no longer grow and will be reduced on a dollar for dollar
basis as payments are made. If there is any remaining death benefit upon
the death of the owner and successor owner, if applicable, we will pay it
to the beneficiary.

.. The charge for the Guaranteed withdrawal benefit for life and the GWBL
Enhanced death benefit will no longer apply.

OTHER IMPORTANT CONSIDERATIONS

.. This benefit is not appropriate if you do not intend to take withdrawals
prior to annuitization.

.. Amounts withdrawn in excess of your Guaranteed annual withdrawal amount may
be subject to a withdrawal charge, if applicable under your Accumulator(R)
Series contract, as described in "Charges and expenses" later in the
Prospectus. In addition, all withdrawals count toward your free withdrawal
amount for that contract year. Excess withdrawals can significantly reduce
or completely eliminate the value of the GWBL and GWBL Enhanced death
benefit. See "Effect of Excess withdrawals" above in this section and "How
withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit" in
"Accessing your money" later in this Prospectus.

.. Withdrawals are not considered as annuity payments for tax purposes, and
may be subject to an additional 10% Federal income tax penalty if they are
taken before age 59 1/2. See "Tax information" later in this Prospectus.

.. All withdrawals reduce your account value and Guaranteed minimum death
benefit. See "How withdrawals are taken from your account value" and "How
withdrawals affect your Guaranteed minimum death benefit" in "Accessing
your money" later in this Prospectus.

.. If you withdraw less than the Guaranteed annual withdrawal amount in any
contract year, you may not add the remainder to your Guaranteed annual
withdrawal amount in any subsequent year.

.. The GWBL benefit terminates if the contract is continued under the
beneficiary continuation option or under the Spousal continuation feature
if the spouse is not the successor owner.

.. If you transfer ownership of the contract, you terminate the GWBL benefit.
See "Transfers of ownership, collateral assignments, loans and borrowing"
in "More information" later in this Prospectus for more information.

.. Withdrawals are available under other annuity contracts we offer and the
contract without purchasing a withdrawal benefit.

.. For IRA, QP and TSA contracts, if you have to take a required minimum
distribution ("RMD") and it is your first withdrawal under the contract,
the RMD will be considered your "first withdrawal" for the purposes of
establishing your GWBL Applicable percentage.

.. If you elect GWBL on a Joint Life basis and subsequently get divorced, your
divorce will not automatically terminate the contract. For both Joint Life
and Single Life contracts, it is possible that the terms of your divorce
decree could significantly reduce or completely eliminate the value of this
benefit. Any withdrawal made for the purpose of creating another contract
for your ex-spouse will reduce the benefit base(s) as described in "How
withdrawals affect your GWBL and GWBL Guaranteed minimum death benefit"
later in this Prospectus, even if pursuant to a divorce decree.

.. The Federal Defense of Marriage Act precludes same-sex married couples,
domestic partners, and civil union partners from being considered married
under federal law. Such individuals, therefore, are not entitled to the
favorable tax treatment accorded spouses under federal tax law. As a
result, mandatory distributions from the contract must be made after the
death of the first individual. Accordingly, a Joint life GWBL will have
little or no value to the surviving same-sex spouse or partner. You should
consult with your tax adviser for more information on this subject.

PRINCIPAL GUARANTEE BENEFITS

Under the 100% Principal guarantee benefit, your investment options are limited
to the guaranteed interest option, the account for special dollar cost
averaging and the permitted variable investment options.

CONTRACT FEATURES AND BENEFITS

Please note that the account for special dollar cost averaging is available to
Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.

Under the 125% Principal guarantee benefit, your investment options are limited
to the guaranteed interest option, the account for special dollar cost
averaging and the AXA Moderate Allocation Portfolio. Please note that the
account for special dollar cost averaging is available to Accumulator(R) and
Accumulator(R) Elite/SM/ contract owners only.

Under both Principal guarantee benefits, if, on the 10th contract date
anniversary (or later if you've exercised a reset as explained below) ("benefit
maturity date"), your account value is less than the guaranteed amount, we will
increase your account value to equal the applicable guaranteed amount. Any such
additional amounts added to your account value will be allocated pursuant to
the allocation instructions for additional contributions we have on file. After
the benefit maturity date, the guarantee will terminate.

Neither PGB is available under Inherited IRA, Flexible Premium IRA and Flexible
Premium Roth IRA contracts. If you elect either PGB, you may not elect the
Guaranteed minimum income benefit, the Guaranteed withdrawal benefit for life,
the systematic withdrawals option or the substantially equal withdrawals
option. Also, for Accumulator(R) Select/SM/ contracts, the 12 month dollar cost
averaging program is not available if you elect one of the PGB options. If you
purchase a PGB, you may not make additional contributions to your contract
after six months from the contract issue date.

If you are using your Accumulator(R) or Accumulator(R) Elite/SM/ contract to
fund a charitable remainder trust, you will have to take certain distribution
amounts. You should consider split-funding so that those distributions do not
adversely impact your Principal guarantee benefit. See "Owner and annuitant
requirements" earlier in this section.

If you are planning to take required minimum distributions from the contract,
this benefit may not be appropriate. See "Tax information" later in this
Prospectus. If you elect a PGB and change ownership of the contract, your PGB
will automatically terminate, except under certain circumstances. See
"Transfers of ownership, collateral assignments, loans and borrowing" in "More
information" later in this Prospectus for more information.

Once you purchase a PGB, you may not voluntarily terminate this benefit. Your
PGB will terminate if the contract terminates before the benefit maturity date,
as defined below. If you die before the benefit maturity date and the contract
continues, we will continue the PGB only if the contract can continue through
the benefit maturity date. If the contract cannot so continue, we will
terminate your PGB and the charge. See "Non-spousal joint owner contract
continuation" in "Payment of death benefit" later in this Prospectus. The PGB
will terminate upon the exercise of the beneficiary continuation option. See
"Payment of death benefit" later in this Prospectus for more information about
the continuation of the contract after the death of the owner and/or the
annuitant.

There is a charge for the Principal guarantee benefits (see "Charges and
expenses" later in this Prospectus). You should note that the purchase of a PGB
is not appropriate if you want to make additional contributions to your
contract beyond the first six months after your contract is issued.

GUARANTEED BENEFIT OFFERS

When we make an offer, we may vary the offer amount, up or down, among the same
group of contract owners based on certain criteria such as account value , the
difference between account value and any applicable benefit base, investment
allocations and the amount and type of withdrawals taken. For example, for
guaranteed benefits that have benefit bases that can be reduced on either a pro
rata or dollar-for-dollar basis, depending on the amount of withdrawals taken,
we may consider whether you have taken any withdrawal that has caused a pro
rata reduction in your benefit base, as opposed to a dollar-for-dollar
reduction. Also, we may increase or decrease offer amounts from offer to offer.
In other words, we may make an offer to a group of contract owners based on an
offer amount, and, in the future, make another offer based on a higher or lower
offer amount to the remaining contract owners in the same group.

CONTRACT FEATURES AND BENEFITS

INHERITED IRA BENEFICIARY CONTINUATION CONTRACT
(FOR ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ AND ACCUMULATOR(R) SELECT/SM/
CONTRACTS ONLY)

The contract is available to an individual beneficiary of a traditional IRA or
a Roth IRA where the deceased owner held the individual retirement account or
annuity (or Roth individual retirement account or annuity) with an insurance
company or financial institution other than AXA Equitable. The purpose of the
Inherited IRA beneficiary continuation contract is to permit the beneficiary to
change the funding vehicle that the deceased owner selected ("original IRA")
while taking the required minimum distribution payments that must be made to
the beneficiary after the deceased owner's death. See the discussion of
required minimum distributions under "Tax information." The contract is
intended only for beneficiaries who want to take payments at least annually
over their life expectancy. These payments generally must begin (or must have
begun) no later than December 31 of the calendar year following the year the
deceased owner died. The contract is not suitable for beneficiaries electing
the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA
contracts" under "Beneficiary continuation option" in "Payment of death
benefit" later in this Prospectus. You should discuss with your tax adviser
your own personal situation. The contract may not be available in all states.
Please speak with your financial professional for further information.

The Inherited IRA beneficiary continuation contract can only be purchased by a
direct transfer of the beneficiary's interest under the deceased owner's
original IRA. The owner of the Inherited IRA beneficiary continuation contract
is the individual who is the beneficiary of the original IRA. (Certain trusts
with only individual beneficiaries will be treated as individuals for this
purpose). The contract must also contain the name of the deceased owner. In
this discussion, "you" refers to the owner of the Inherited IRA beneficiary
continuation contract.

The Inherited IRA beneficiary continuation contract can be purchased whether or
not the deceased owner had begun taking required minimum distribution payments
during his or her life from the original IRA or whether you had already begun
taking required minimum distribution payments of your interest as a beneficiary
from the deceased owner's original IRA. You should discuss with your own tax
adviser when payments must begin or must be made.

Under the Inherited IRA beneficiary continuation contract:

.. The beneficiary of the original IRA will be the annuitant under the
Inherited IRA beneficiary continuation contract. In the case where the
beneficiary is a "see-through trust," the oldest beneficiary of the trust
will be the annuitant.

.. An Inherited IRA beneficiary continuation contract is not available for
owners over age 70.

.. You may make transfers among the investment options.

.. You may choose at any time to withdraw all or a portion of the account
value. Any partial withdrawal must be at least $300. Withdrawal charges
will apply as described in "Charges and expenses" later in this Prospectus.
Please note that withdrawal charges do not apply to Accumulator(R)
Select/SM/ contracts.

.. The Guaranteed minimum income benefit, Spousal continuation, the special
and 12 month dollar cost averaging programs (if available), automatic
investment program, Principal guarantee benefits, the Guaranteed withdrawal
benefit for life and systematic withdrawals are not available under the
Inherited IRA beneficiary continuation contract.

.. If you die, we will pay to a beneficiary that you choose the greater of the
account value or the applicable death benefit.

.. Upon your death, your beneficiary has the option to continue taking
required minimum distributions based on your remaining life expectancy 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. If your beneficiary
elects to continue to take distributions, we will increase the account
value to equal the applicable death benefit if such death benefit is
greater than such account value as of the date we receive satisfactory
proof of death and any required instructions, information and forms.
Thereafter, withdrawal charges (if applicable under your Accumulator(R)
Series contract) will no longer apply. If you had elected any enhanced
death benefits, they will no longer be in effect and charges for such
benefits will stop. The Guaranteed minimum death benefit will also no
longer be in effect.

CONTRACT FEATURES AND BENEFITS

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

This is provided for informational purposes only. Since the contracts are no
longer available to new purchasers, this cancellation provision is no longer
applicable.

If for any reason you are not satisfied with your contract, you may return it
to us for a refund. To exercise this cancellation right you must mail the
contract, with a signed letter of instruction electing this right, to our
processing office within 10 days after you receive it. 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 VII to find out what
applies in your state.

Generally, your refund will equal your account value (less loan reserve account
under Rollover TSA contracts) under the contract on the day we receive
notification of your decision to cancel the contract and will reflect (i) any
investment gain or loss in the variable investment options (less the daily
charges we deduct), (ii) any guaranteed interest in the guaranteed interest
option, (iii) any positive or negative market value adjustments in the fixed
maturity options through the date we receive your contract, and (iv) any
interest in the account for special dollar cost averaging, through the date we
receive your contract. Some states, however, require that we refund the full
amount of your contribution (not reflecting (i), (ii), (iii) or (iv) above).
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. Please note that
the account for special dollar cost averaging is available to Accumulator(R)
and Accumulator(R) Elite/SM/ contract owners only.

For Accumulator(R) Plus/SM/ contract owners, please note that you will forfeit
the credit by exercising this right of cancellation.

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

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

.. 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.

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 FEATURES AND BENEFITS

2. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the values you have in: (i) the variable
investment options; (ii) the guaranteed interest option; (iii) market adjusted
amounts in the fixed maturity options; (iv) the account for special dollar cost
averaging (applies to Accumulator(R) and Accumulator(R) Elite/SM/ contracts
only); and (v) the loan reserve account (applies to Rollover TSA contracts
only).

Your 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: (i) the
total amount or a pro rata portion of the annual administrative charge, as well
as any optional benefit charges; (ii) any applicable withdrawal charges (not
applicable to Accumulator(R) Select/SM/ contracts); and (iii) the amount of any
outstanding loan plus accrued interest (applicable to Rollover TSA contracts
only). Please see "Surrendering your contract to receive its cash value" in
"Accessing your money" later in this Prospectus.

YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS

Each variable investment option invests in shares of a corresponding Portfolio.
Your value in each variable investment option 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.

The unit value for each variable investment option depends on the investment
performance of that option, less daily charges for:

(i)mortality and expense risks;

(ii)administrative expenses; and

(iii)distribution charges.

On any day, your value in any variable investment option 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 does not change unless they are:

(i)increased to reflect additional contributions (plus the credit for
Accumulator(R) Plus/SM/ contracts);

(ii)decreased to reflect a withdrawal (plus withdrawal charges if applicable
under your Accumulator(R) Series contract);

(iii)increased to reflect a transfer into, or decreased to reflect a transfer
out of, a variable investment option; or

(iv)increased or decreased to reflect a transfer of your loan amount from or to
the loan reserve account under a Rollover TSA contract.

In addition, when we deduct the enhanced death benefit, Guaranteed minimum
income benefit, Principal guarantee benefits, Guaranteed withdrawal benefit for
life and/or Earnings enhancement benefit charges, the number of units credited
to your contract will be reduced. Your units are also reduced when we deduct
the annual administrative charge. A description of how unit values are
calculated is found in the SAI.

YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION

Your value in the guaranteed interest option at any time will equal: your
contributions and transfers to that option, plus interest, minus withdrawals
out of the option, and charges we deduct.

YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

(FOR ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/ CONTRACTS ONLY)

INSUFFICIENT ACCOUNT VALUE

See Appendix VII later in this Prospectus for any state variations with regard
to terminating your contract.

GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE. In certain circumstances,
even if your account value falls to zero, your Guaranteed minimum income
benefit will still have value. Please see "Contract features and benefits"
earlier in this Prospectus for information on this feature.

DETERMINING YOUR CONTRACT'S VALUE

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal
benefit for life and your account value falls to zero due to an Excess
withdrawal, we will terminate your contract and you will receive no payment or
supplementary life annuity contract, even if your GWBL benefit base is greater
than zero. If, however, your account value falls to zero, either due to a
withdrawal or surrender that is not an Excess withdrawal or due to a deduction
of charges, the benefit will still have value. See "Contract features and
benefits" earlier in this Prospectus.

DETERMINING YOUR CONTRACT'S VALUE

3. Transferring your money among investment options

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

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:

.. You may not transfer any amount to the account for special dollar cost
averaging. Please note that the account for special dollar cost averaging
is available to Accumulator(R) and Accumulator(R) Elite/SM/ contract owners
only.

.. You may not transfer to a fixed maturity option that has a rate to maturity
of 3%.

.. For Accumulator(R) Select/SM/ contract owners, you may not transfer any
amount to the 12 month dollar cost averaging program.

.. If you make transfers out of a fixed maturity option other than at its
maturity date, the transfer may cause a market value adjustment.

.. For Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/ and Accumulator(R)
Select/SM/ contract owners, a transfer into the guaranteed interest option
will not be permitted if such transfer would result in more than 25% of the
annuity account value being allocated to the guaranteed interest option,
based on the annuity account value as of the previous business day.

Some states may have additional transfer restrictions. Please see Appendix VII
later in this Prospectus.

The maximum amount that may be transferred from the guaranteed interest option
to any investment option (including amounts transferred pursuant to the
fixed-dollar option and interest sweep option dollar cost averaging programs
described under "Allocating your contributions" in "Contract features and
benefits" earlier in this Prospectus) in any contract year is the greatest of:

(a)25% of the amount you have in the guaranteed interest option on the last
day of the prior contract year; or

(b)the total of all amounts transferred at your request from the guaranteed
interest option to any of the investment options in the prior contract
year; or

You may request a transfer in writing (using our specific form), by telephone
using TOPS or through Online Account Access. You must send in all written
transfer requests on the specific form we provide directly to our processing
office. 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.

OUR ADMINISTRATIVE PROCEDURES FOR CALCULATING YOUR ROLL-UP BENEFIT BASE
FOLLOWING A TRANSFER

As explained under "6% Roll-Up to age 85 (used for the Greater of 6% (4% in
Washington) Roll-Up to age 85 enhanced death benefit or the Annual Ratchet to
age 85 enhanced death benefit AND for the Guaranteed minimum income benefit)"
earlier in the Prospectus, the higher Roll-Up rate (6% or 4% for only the 4%
Roll-Up to age 85 death benefit base in Washington) applies with respect to
most investment options and amounts in the account for special dollar cost
averaging (if available), but a lower Roll-Up rate (3%) applies with respect to
the EQ/Intermediate Government Bond option, the EQ/Money Market option (except
amounts in the 12 month dollar cost averaging program, if available), the fixed
maturity options, the guaranteed interest option and the loan reserve account
under Rollover TSA (the "lower Roll-Up rate options"). The other investment
options, to which the higher rate applies, are referred to as the "higher
Roll-Up rate options". For more information about the Roll-Up rate applicable
in Washington, see Appendix VII.

Your Roll-up benefit base is comprised of two segments, representing that
portion of your benefit base, if any, that rolls up at 6% and the other portion
that is rolling up at 3%. If you transfer account value from a 6% option to a
3% option, all or a portion of your benefit base will transfer from the 6%
benefit base segment to the 3% benefit base segment. Similarly, if you transfer
account value from a 3% option to a 6% option, all or a portion of your benefit
base will transfer from the 3% segment to the 6% segment. To determine how much
to transfer from one Roll-up benefit base segment to the other Roll-up benefit
base segment, we use a pro rata calculation.

This means that we calculate the percentage of current account value in the
investment options with a 6% roll-up rate that is being

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

transferred to an investment option with a 3% roll-up (or vice versa) and
transfer the same percentage of the Roll-up benefit base from one segment to
the other segment. The effect of a transfer on your benefit base will vary
depending on your particular circumstances, but it is important to note that
the dollar amount of the transfer between your Roll-up benefit base segments is
generally not the same as the dollar amount of the account value transfer.

.. For example, if your account value is $30,000 and has always been invested
in 6% investment options, and your benefit base is $40,000 and is all
rolling up at 6%, and you transfer 50% of your account value ($15,000) to
the EQ/Money Market variable investment option (a 3% investment option),
then we will transfer 50% of your benefit base ($20,000) from the 6%
benefit base segment to the 3% benefit base segment. Therefore, immediately
after the transfer, of your $40,000 benefit base, $20,000 will roll-up at
6% and $20,000 will roll-up at 3%. In this example , the amount of your
Roll-up benefit base rolling up at 3% is more than the dollar amount of
your transfer to a 3% investment option.

.. For an additional example, if your account value is $40,000 and has always
been invested in 3% investment options, and your benefit base is $30,000
and is all rolling up at 3%, and you transfer 50% of your account value
($20,000) to a 6% investment option, then we will transfer 50% of your
benefit base ($15,000) from the 3% benefit base segment to the 6% benefit
base segment. Therefore, immediately after the transfer, of your $30,000
benefit base, $15,000 will roll-up at 6% and $15,000 will roll-up at 3%. In
this example, the dollar amount of your benefit base rolling up at 6% is
less than the dollar amount of your transfer to a 6% investment option.

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.

Portfolios that invest a significant portion of their assets in foreign
securities or the securities of small- and mid-capitalization companies tend to
be subject to the risks associated with market timing and short-term trading
strategies to a greater extent than portfolios that do not. Securities trading
in overseas markets present time zone arbitrage opportunities when events
affecting portfolio securities values occur after the close of the overseas
market but prior to the close of the U.S. markets. Securities of small- and
mid-capitalization companies present arbitrage opportunities because the market
for such securities may be less liquid than the market for securities of larger
companies, which could result in pricing inefficiencies. Please see the
prospectuses for the underlying portfolios for more information on how
portfolio shares are priced.

We offer investment options with underlying portfolios that are part of AXA
Premier VIP Trust and EQ Advisors Trust (together, the "trusts"). The trusts
have adopted policies and procedures regarding disruptive transfer activity.
They discourage frequent purchases and redemptions of portfolio shares and will
not make special arrangements to accommodate such transactions. They aggregate
inflows and outflows for each portfolio on a daily basis. On any day when a
portfolio's net inflows or outflows exceed an established monitoring threshold,
the trust obtains from us contract owner trading activity. The trusts currently
consider transfers into and out of (or vice versa) the same variable investment
option within a five business day period as potentially disruptive transfer
activity. Each trust reserves the right to reject a transfer that it believes,
in its sole discretion, is disruptive (or potentially disruptive) to the
management of one of its portfolios. Please see the prospectuses for the trusts
for more information.

As of the date of this Prospectus, we do not offer investment options with
underlying portfolios that are part of an outside trust (an "unaffiliated
trust"). Should we offer such investment options in the future, each
unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity, which would be disclosed in the unaffiliated
trust prospectus. If an unaffiliated trust advises us that there may be
disruptive activity from one of our contract owners, we will work with the
unaffiliated trust to review contract owner trading activity. Any such
unaffiliated trust would also have 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.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

services. We currently apply such action for the remaining life of each
affected contract. We or a trust may change the definition of potentially
disruptive transfer activity, the monitoring procedures and thresholds, any
notification procedures, and the procedures to restrict this activity. Any new
or revised policies and procedures will apply to all contract owners uniformly.
We do not permit exceptions to our policies restricting disruptive transfer
activity.

REBALANCING YOUR ACCOUNT VALUE

To enroll in one of our rebalancing programs, you must notify us in writing or
through Online Account Access and tell us:

(a)the percentage you want invested in each investment option (whole
percentages only), and

(b)how often you want the rebalancing to occur (quarterly, semiannually, or
annually on a contract year basis)

Rebalancing will occur on the same day of the month as the contract date. If a
contract is established after the 28th, rebalancing will occur on the first
business day of the month following the contract issue date. If you elect
rebalancing, the rebalancing in the last quarter of the contract year will
occur on the contract date anniversary.

You may elect or terminate the rebalancing program at any time. You may also
change your allocations under the program at any time. Once enrolled in the
rebalancing program, it will remain in effect until you instruct us in writing
to terminate the program. Requesting an investment option transfer while
enrolled in our rebalancing program will not automatically change your
allocation instructions for rebalancing your account value. This means that
upon the next scheduled rebalancing, we will transfer amounts among your
investment options pursuant to the allocation instructions previously on file
for your program. Changes to your allocation instructions for the rebalancing
program (or termination of your enrollment in the program) must be in writing
and sent to our Processing Office. Termination requests can be made online
through Online Account Access. See "How to reach us" in "Who is AXA Equitable?"
earlier in this Prospectus. There is no charge for the rebalancing feature.

If you select Option II, you will be subject to our rules regarding transfers
from the guaranteed interest option to the variable investment options. These
rules are described in "Transferring your account value" earlier in this
section. Under Option II, a transfer into or out of the guaranteed interest
option to initiate the rebalancing program will not be permitted if such
transfer would violate these rules. If this occurs, the rebalancing program
will not go into effect.

You may not elect Option II if you are participating in any dollar cost
averaging program. You may not elect Option I if you are participating in
general dollar cost averaging or, in the case of Accumulator(R) Select/SM/
contract owners, 12 month dollar cost averaging.

If you elect a benefit that limits your variable investment options, those
limitations will also apply to the rebalancing programs.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

4. Accessing your money

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

WITHDRAWING YOUR ACCOUNT VALUE

You have several 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.

Please see "Insufficient account value" in "Determining your contract's value"
earlier in this Prospectus and "How withdrawals affect your Guaranteed minimum
income benefit, Guaranteed minimum death benefit and Principal guarantee
benefits" and "How withdrawals affect your GWBL and GWBL Guaranteed minimum
death benefit" below for more information on how withdrawals affect your
guaranteed benefits and could potentially cause your contract to terminate.

---------------------------------------------------------------------
METHOD OF WITHDRAWAL
-------------------------------------------
AUTO-
MATIC PRE-AGE LIFETIME
PAYMENT 59 1/2 REQUIRED
PLANS SUB- MINIMUM
(GWBL SYSTE- STANTIALLY DISTRIBU-
CONTRACT/(1)/ ONLY) PARTIAL MATIC EQUAL TION
---------------------------------------------------------------------

NQ Yes Yes Yes No No
---------------------------------------------------------------------
Rollover IRA Yes Yes Yes Yes Yes
---------------------------------------------------------------------
Flexible Premium IRA Yes Yes Yes Yes Yes
---------------------------------------------------------------------
Roth Conversion IRA Yes Yes Yes Yes No
---------------------------------------------------------------------
Flexible Premium Roth IRA Yes Yes Yes Yes No
---------------------------------------------------------------------
Inherited IRA No Yes No No /(2)/
---------------------------------------------------------------------
QP/(3)/ Yes Yes No No No
---------------------------------------------------------------------
Rollover TSA/(4)/ Yes Yes Yes No Yes
---------------------------------------------------------------------

(1)Please note that not all contract types are available under the
Accumulator(R) Series of contracts.
(2)The contract pays out post-death required minimum distributions. See
"Inherited IRA beneficiary continuation contract" in "Contract features and
benefits" earlier in this Prospectus.
(3)All payments are made to the plan trust as the owner of the contract. See
"Appendix II: Purchase considerations for QP contracts" later in this
Prospectus.
(4)Employer or plan approval required for all transactions. Your ability to
take withdrawals or loans from, or surrender your TSA contract may be
limited. See Appendix IX -- "Tax Sheltered Annuity contracts (TSAs)" later
in this Prospectus.

--------------------------------------------------------------------------------
ALL REQUESTS FOR WITHDRAWALS MUST BE MADE ON A SPECIFIC FORM THAT WE PROVIDE.
PLEASE SEE "HOW TO REACH US" UNDER "WHO IS AXA EQUITABLE?" EARLIER IN THIS
PROSPECTUS FOR MORE INFORMATION.
--------------------------------------------------------------------------------

DOLLAR-FOR-DOLLAR WITHDRAWAL SERVICE

If you have at least one guaranteed benefit where withdrawals reduce the
benefit base on a dollar-for-dollar basis, you may request a one-time lump sum
or systematic withdrawal through our Dollar-for-Dollar Withdrawal Service.
Withdrawals under this automated withdrawal service will never result in a
pro-rata reduction of the guaranteed benefit base, and will never terminate the
no-lapse guarantee if your contract had the no-lapse guarantee prior to
utilizing this service and provided that you do not take any withdrawals
outside the service. Systematic withdrawals set up using the Dollar-for-Dollar
Withdrawal Service adjust automatically to account for financial transactions
that may otherwise have an adverse impact on your guaranteed benefits, and, for
certain types of withdrawals, adjust automatically to increase the withdrawal
amount.

PARTIAL WITHDRAWALS
(ALL CONTRACTS)

You may take partial withdrawals from your account value at any time. The
minimum amount you may withdraw is $300.

ACCESSING YOUR MONEY

Partial withdrawals will be subject to a withdrawal charge if they exceed the
10% free withdrawal amount. For more information, see "10% free withdrawal
amount" in "Charges and expenses" later in this Prospectus.

AUTOMATIC PAYMENT PLANS
(FOR CONTRACTS WITH GWBL ONLY)

You may elect either the Maximum payment plan or the Customized payment plan at
any time. You must wait at least 28 days from contract issue before automatic
payments begin. We will make the withdrawal on any day of the month that you
select as long as it is not later than the 28th day of the month. However, you
must elect a date that is more than three calendar days prior to your contract
date anniversary.

CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides for the
withdrawal of a fixed amount not greater than the Guaranteed annual withdrawal
amount in scheduled payments. The amount of the withdrawal will not be
increased following any Annual Ratchet or 5% deferral bonus. You must elect to
change the scheduled payment amount.

It is important to note that if you elect the Customized payment plan and start
monthly or quarterly withdrawals after the beginning of a contract year, you
could select scheduled payment amounts that would cause an Excess withdrawal.
If your selected scheduled payment would cause an Excess withdrawal, we will
notify you. As discussed earlier in the Prospectus, Excess withdrawals may
significantly reduce the value of the Guaranteed withdrawal benefit for life
benefit. See "Effect of Excess withdrawals" in "Contract features and benefits"
earlier in this Prospectus.

SYSTEMATIC WITHDRAWALS
(ALL CONTRACTS EXCEPT INHERITED IRA AND QP)

If the withdrawal charges on your contract have expired, you may elect a
systematic withdrawal option in excess of percentages described in the
preceding paragraph, up to 100% of your account value. However, if you elect a
systematic withdrawal option in excess of these limits, and make a subsequent
contribution to your contract, the systematic withdrawal option will be
terminated. You may then elect a new systematic withdrawal option within the
limits described in the preceding paragraph. Please note that withdrawal
charges do not apply to Accumulator(R) Select/SM/ contracts.

If you elect our systematic withdrawal program, you may request to have your
withdrawals made on any day of the month, subject to the following restrictions:

.. You must select a date that is more than three calendar days prior to your
contract date anniversary; and

.. You cannot select the 29th, 30th or 31st.

You may elect to take systematic withdrawals at any time. If you own an IRA
contract, you may elect this withdrawal method only if you are between ages
59 1/2 and 70 1/2.

For all contracts except Accumulator(R) Select/SM/, systematic withdrawals are
not subject to a withdrawal charge, except to the extent that, when added to a
partial withdrawal previously taken in the same contract year, the systematic
withdrawal exceeds the 10% free withdrawal amount. Also, systematic withdrawals
are not available if you have elected a Principal guarantee benefit or the
Guaranteed withdrawal benefit for life.

SUBSTANTIALLY EQUAL WITHDRAWALS
(ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM
ROTH IRA CONTRACTS)

We offer our ''substantially equal withdrawals option'' to allow you to receive
distributions from your account value without triggering the

ACCESSING YOUR MONEY

10% additional federal income tax penalty, which normally applies to
distributions made before age 59 1/2. Substantially equal withdrawals are also
referred to as ''72(t) exception withdrawals''. See ''Tax information'' later
in this Prospectus. We use one of the IRS-approved methods for doing this; this
is not the exclusive method of meeting this exception. After consultation with
your tax adviser, you may decide to use another method which would require you
to compute amounts yourself and request partial withdrawals. In such a case, a
withdrawal charge may apply (if applicable under your Accumulator(R) Series
contract). Once you begin to take substantially equal withdrawals, you should
not (i) stop them; (ii) change the pattern of your withdrawals for example, by
taking an additional partial withdrawal; or (iii) contribute any more to the
contract until after the later of age 59 1/2 or five full years after the first
withdrawal. If you alter the pattern of withdrawals, you may be liable for the
10% federal tax penalty that would have otherwise been due on prior withdrawals
made under this option and for any interest on the delayed payment of the
penalty.

For all contracts except Accumulator(R) Select/SM/, substantially equal
withdrawals that we calculate for you are not subject to a withdrawal charge,
except to the extent that, when added to a partial withdrawal previously taken
in the same contract year, the substantially equal withdrawal exceeds the free
withdrawal amount (see "10% free withdrawal amount" in "Charges and expenses"
later in this Prospectus).

Also, the substantially equal withdrawal program is not available if you have
elected a Principal guarantee benefit or the Guaranteed withdrawal benefit for
life.

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS
(ROLLOVER IRA, FLEXIBLE PREMIUM IRA AND ROLLOVER TSA CONTRACTS ONLY -- SEE "TAX
INFORMATION" AND APPENDIX IX 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 yourself and request partial withdrawals. In such a case, a
withdrawal charge may apply (if applicable under your Accumulator(R) Series
contract). Before electing this account based withdrawal option, you should
consider whether annuitization might be better in your situation. If you have
elected certain additional benefits, such as the Guaranteed minimum death
benefit or Guaranteed minimum income benefit, amounts withdrawn from the
contract to meet RMDs will reduce the benefit base and may limit the utility of
the benefit. Also, the actuarial present value of additional contract benefits
must be added to the account value in calculating required minimum distribution
withdrawals from annuity contracts funding TSAs and IRAs, which could increase
the amount required to be withdrawn. Please refer to ''Tax information'' and
Appendix IX later in this Prospectus.

--------------------------------------------------------------------------------
FOR ROLLOVER IRA, FLEXIBLE PREMIUM IRA, AND ROLLOVER TSA CONTRACTS, WE WILL
SEND A FORM OUTLINING THE DISTRIBUTION OPTIONS AVAILABLE IN THE YEAR YOU REACH
AGE 70 1/2 (IF YOU HAVE NOT BEGUN YOUR ANNUITY PAYMENTS BEFORE THAT TIME).
--------------------------------------------------------------------------------

Under Rollover TSA contracts, you may not elect our automatic RMD service if a
loan is outstanding.

If you elect either the Maximum payment plan or the Customized payment plan AND
our automatic RMD service, we will make an extra payment, if necessary, on
December 1st that will equal your lifetime required minimum distribution less
all payments made through November 30th and any scheduled December payment. The
combined automatic plan payments and lifetime required minimum distribution
payment will not be treated as Excess withdrawals, if applicable. However, if
you take any partial withdrawals in addition to your lifetime required minimum
distribution and automatic payment plan payments, your applicable automatic
payment plan will be terminated. The partial withdrawals may cause an Excess
withdrawal and may be subject to a withdrawal charge (if applicable under your
Accumulator(R) Series contract). You may enroll in the plan again at any time,
but the scheduled payments will not resume until the next contract date
anniversary. Further, your GWBL benefit base and Guaranteed annual withdrawal
amount may be reduced. See "Effect of Excess withdrawals" in "Contract features
and benefits" earlier in this Prospectus.

ACCESSING YOUR MONEY

that exceeds your Guaranteed annual withdrawal amount, but not your RMD amount,
that partial withdrawal will be treated as an Excess withdrawal, as well as any
subsequent partial withdrawals made during the same contract year. However, if
by December 1st your withdrawals have not exceeded your RMD amount, the RMD
payment we make to you will not be treated as an Excess withdrawal.

FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse
guarantee will not be terminated if a required minimum distribution payment
using our automatic RMD service causes your cumulative withdrawals in the
contract year to exceed 6% of the Roll-Up benefit base (as of the beginning of
the contract year or in the first contract year, all contributions received
within the first 90 days).

Owners of tax-qualified contracts (IRA, TSA and QP) generally should not reset
the Roll-Up benefit base if lifetime required minimum distributions must begin
before the end of the new exercise waiting period. See "Guaranteed minimum
death benefit/Guaranteed minimum income benefit Roll-Up benefit base reset" in
"Contract features and benefits" earlier in this Prospectus.

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your value in the variable investment options and the guaranteed
interest option. If there is insufficient value or no value in the variable
investment options and the guaranteed interest option, any additional amount of
the withdrawal required or the total amount of the withdrawal will be withdrawn
from the fixed maturity options in the order of the earliest maturity date(s)
first. For Accumulator(R)and Accumulator(R) Elite/SM/ contracts only, if the
fixed maturity option amounts are insufficient, we will deduct all or a portion
of the withdrawal from the account for special dollar cost averaging. A market
value adjustment will apply to withdrawals from the fixed maturity options.

HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED
MINIMUM DEATH BENEFIT AND PRINCIPAL GUARANTEE BENEFITS

In general, withdrawals (including RMDs) will reduce your guaranteed benefits
on a pro rata basis. Reduction on a pro rata basis means that we calculate the
percentage of your current account value that is being withdrawn and we reduce
your current benefit by the same percentage. For example, if your account value
is $30,000 and you withdraw $12,000, you have withdrawn 40% of your account
value. If your benefit was $40,000 before the withdrawal, it would be reduced
by $16,000 ($40,000 X .40) and your new benefit after the withdrawal would be
$24,000 ($40,000 - $16,000).

If your account value is greater than your benefit, a withdrawal will result in
a reduction of your benefit that will be less than the withdrawal. For example,
if your account value is $30,000 and you withdraw $12,000, you have withdrawn
40% of your account value. If your benefit was $20,000 before the withdrawal,
it would reduced by $8,000 ($20,000 x .40) and your new benefit after the
withdrawal would be $12,000 ($20,000 - $8,000).

For purposes of calculating the adjustment to your guaranteed benefits, the
amount of the withdrawal will include the amount of any applicable withdrawal
charge. Using the example above, the $12,000 withdrawal would include the
withdrawal amount paid to you and the amount of any applicable withdrawal
charge deducted from your account value. For more information on the
calculation of the charge, see "Withdrawal charge" later in this Prospectus.
Please note that withdrawal charges do not apply to Accumulator(R) Select/SM/
contracts.

With respect to the Guaranteed minimum income benefit and the Greater of 6%
Roll-Up to age 85 or Annual Ratchet to age 85 enhanced death benefit,
withdrawals (including any applicable withdrawal charges, if applicable) will
reduce each of the benefits' 6% Roll-Up to age 85 benefit base on a
dollar-for-dollar basis, as long as the sum of withdrawals in a contract year
is 6% or less of the 6% Roll-Up benefit base on the contract issue date or the
most recent contract date anniversary, if later. For this purpose, in the first
contract year, all contributions received in the first 90 days after contract
issue will be considered to have been received on the first day of the contract
year. In subsequent contract years, additional contributions made during a
contract year do not affect the amount of the withdrawals that can be taken on
a dollar-for-dollar basis in that contract year. Once a withdrawal is taken
that causes the sum of withdrawals in a contract year to exceed 6% of the
benefit base on the most recent anniversary, that entire withdrawal (including
RMDs) and any subsequent withdrawals in that same contract year will reduce the
benefit base pro rata. Reduction on a dollar-for-dollar basis means that your
6% Roll-Up to age 85 benefit base will be reduced by the dollar amount of the
withdrawal for each Guaranteed benefit. The Annual Ratchet to age 85 benefit
base will always be reduced on a pro rata basis.

HOW WITHDRAWALS AFFECT YOUR GWBL AND GWBL GUARANTEED MINIMUM DEATH BENEFIT

Your GWBL benefit base is not reduced by withdrawals until a withdrawal causes
cumulative withdrawals in a contract year to exceed the Guaranteed annual
withdrawal amount. Withdrawals that exceed the Guaranteed annual withdrawal
amount, however, can significantly reduce your GWBL benefit base and Guaranteed
annual withdrawal amount. For more information, see "Effect of Excess
withdrawals" and "Other important considerations" under "Guaranteed withdrawal
benefit for life ("GWBL")" in "Contract features and benefits" earlier in this
Prospectus.

Your GWBL Standard death benefit base and GWBL Enhanced death benefit base are
reduced on a dollar-for-dollar basis up to the Guaranteed annual withdrawal
amount. Once a withdrawal causes cumulative withdrawals in a contract year to
exceed your Guaranteed annual withdrawal amount, however, your GWBL Standard
death benefit base and GWBL Enhanced death benefit base are reduced on a pro
rata basis. If the reduced GWBL Enhanced death benefit base is greater than
your account value (after the Excess withdrawal), we will further reduce your
GWBL Enhanced death benefit base to equal your account value.

ACCESSING YOUR MONEY

For purposes of calculating your GWBL and GWBL Guaranteed minimum death benefit
amount, the amount of the Excess withdrawal will include the withdrawal amount
paid to you and the amount of the withdrawal charge deducted from your account
value. For more information on calculation of the charge, see "Withdrawal
charge" later in the Prospectus. Please note that withdrawal charges do not
apply to Accumulator(R) Select/SM/ contracts.

WITHDRAWALS TREATED AS SURRENDERS

If you request to 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. The rules in the preceding sentence
do not apply if the Guaranteed minimum income benefit no lapse guarantee is in
effect on your contract. See "Surrendering your contract to receive its cash
value" below. For the tax consequences of withdrawals, see "Tax information"
later in this Prospectus.

SPECIAL RULES FOR THE GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. We will not treat
a withdrawal request that results in a withdrawal in excess of 90% of the
contract's cash value as a request to surrender the contract unless it is an
Excess withdrawal. In addition, we will not terminate your contract if either
your account value or cash value falls below $500, unless it is due to an
Excess withdrawal. In other words, if you take an Excess withdrawal that equals
more than 90% of your cash value or reduces your cash value to less than $500,
we will treat your request as a surrender of your contract even if your GWBL
benefit base is greater than zero. Please also see "Insufficient account value"
in "Determining your contract's value" earlier in this Prospectus. Please also
see "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract features and
benefits," earlier in this Prospectus, for more information on how withdrawals
affect your guaranteed benefits and could potentially cause your contract to
terminate.

LOANS UNDER ROLLOVER TSA CONTRACTS

Loans under a Rollover TSA contract are not permitted without employer or plan
approval. We will not permit you to take a loan or have a loan outstanding
while you are enrolled in our "automatic required minimum distribution (RMD)
service" or if you elect the GWBL option or a PGB.

Loans are subject to federal income tax limits and are also subject to the
limits of the plan. The loan rules under ERISA may apply to plans not sponsored
by a governmental employer. Federal income tax rules apply to all plans, even
if the plan is not subject to ERISA.

A loan will not be treated as a taxable distribution unless:

.. It exceeds limits of federal income tax rules;

.. Interest and principal are not paid when due; or

.. In some instances, service with the employer terminates.

Taking a loan in excess of the Internal Revenue Code limits may result in
adverse tax consequences.

(1)the date annuity payments begin,

(2)the date the contract terminates, and

(3)the date a death benefit is paid (the outstanding loan, including any
accrued but unpaid loan interest, will be deducted from the death benefit
amount).

Tax consequences for failure to repay a loan when due are substantial, and may
result in severe restrictions on your ability to borrow amounts under any plans
of your employer in the future.

LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the
amount of your loan to the "loan reserve account." Unless you specify
otherwise, we will subtract your loan on a pro rata basis from your value in
the variable investment options and the guaranteed interest option. If those
amounts are insufficient, any additional amount of the loan will be subtracted
from the fixed maturity options in the order of the earliest maturity date(s)
first. A market value adjustment may apply. For Accumulator(R) and
Accumulator(R) Elite/SM/ contracts only, if such fixed maturity amounts are
insufficient, we will deduct all or a portion of the loan from the account for
special dollar cost averaging.

SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

ACCESSING YOUR MONEY

All benefits under the contract will terminate as of the date we receive the
required information, including the Guaranteed withdrawal benefit for life (if
applicable), if your cash value is greater than your Guaranteed annual
withdrawal amount remaining that year. If your cash value is not greater than
your Guaranteed annual withdrawal amount remaining that year, then you will
receive a supplementary life annuity contract. For more information, please see
"Effect of your account value falling to zero" in "Contract features and
benefits" earlier in this Prospectus. Also, if the Guaranteed minimum income
benefit no lapse guarantee is in effect, the benefit will terminate without
value if your cash value plus any other withdrawals taken in the contract year
exceed 6% of the Roll-Up benefit base (as of the beginning of the contract
year). For more information, please see "Insufficient account value" in
"Determining your contract's value" and "Guaranteed withdrawal benefit for life
("GWBL")" in "Contract features and benefits" earlier in this Prospectus.

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.

WHEN TO EXPECT PAYMENTS

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

(2)the SEC determines that an emergency exists as a result of sales of
securities or determination of the fair value of a variable 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.

We can defer payment of any portion of your value in the guaranteed interest
option, the fixed maturity options and the account for special dollar cost
averaging (other than for death benefits) for up to six months while you are
living. Please note that the account for special dollar cost averaging is
available to Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.
We also may defer payments for a reasonable amount of time (not to exceed 10
days) while we are waiting for a contribution check to clear.

YOUR ANNUITY PAYOUT OPTIONS

The following description assumes annuitization of your entire contract. For
partial annuitization, see "Partial annuitization" below.

Deferred annuity contracts such as those in the Accumulator(R) Series provide
for conversion to payout status at or before the contract's "maturity date."
This is called "annuitization." When your contract is annuitized, your
Accumulator(R) Series contract and all its benefits will terminate and you will
receive a supplemental annuity payout contract ("payout option") that provides
periodic payments as described in this section. In general, the periodic
payment amount is determined by the account value or cash value of your
Accumulator(R) Series contract at the time of annuitization and the annuity
purchase factor to which that value is applied, as described below.
Alternatively, if you have a Guaranteed minimum income benefit, you may
exercise your benefit in accordance with its terms. We have the right to
require you to provide any information we deem necessary to provide 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.

You can choose from among the annuity payout options listed below. Restrictions
may apply, depending on the type of contract you own or the owner's and
annuitant's ages at contract issue. Other than life annuity with period
certain, we reserve the right to add, remove or change any of these annuity
payout options at any time. In addition, if you are exercising your Guaranteed
minimum income benefit, your choice of payout options are those that are
available under the Guaranteed minimum income benefit (see "Guaranteed minimum
income benefit option" in "Contract features and benefits" earlier in this
Prospectus). If you elect the Guaranteed withdrawal benefit for life and choose
to annuitize your contract before the maturity date, the Guaranteed withdrawal
benefit for life will terminate without value even if your GWBL benefit base is
greater than zero. Payments you receive under the annuity payout option you
select may be less than you would have received under GWBL. See "Guaranteed
withdrawal benefit for life ("GWBL")" in "Contract features and benefits"
earlier in this Prospectus for further information.

.. 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"),

ACCESSING YOUR MONEY

payments continue to the beneficiary for the balance of the period certain.
The period certain cannot extend beyond the annuitant's life expectancy. A
life annuity with a period certain is the form of annuity under the contract
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.

THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION

(FOR THE PURPOSES OF THIS SECTION, PLEASE NOTE THAT WITHDRAWAL CHARGES DO NOT
APPLY TO ACCUMULATOR(R) SELECT/SM/ CONTRACTS.)

PARTIAL ANNUITIZATION. Partial annuitization of nonqualified deferred annuity
contracts is permitted under certain circumstances. You may choose from the
life-contingent annuity payout options described here. We no longer offer a
period certain option for partial annuitization. We require you to elect
partial annuitization on the form we specify. Partial annuitization is not
available for a guaranteed minimum income benefit under a contract. For
purposes of this contract we will effect any partial annuitization as a
withdrawal applied to a payout annuity. See "How withdrawals are taken from
your account value" earlier in this section and also the discussion of "Partial
annuitization" in "Tax information" for more information.

SELECTING AN ANNUITY PAYOUT OPTION

You can choose the date annuity payments begin but it may not be earlier than
thirteen months from your contract date or not earlier than five years from
your Accumulator(R) Plus/SM/ contract date (in a limited number of
jurisdictions this requirement may be more or less than five years). You can
change the date your annuity payments are to begin at any time. The date may
not be later than the annuity maturity date described below.

If you select an annuity payout option and payments have begun, no change can
be made.

ANNUITY MATURITY DATE

Your contract has a maturity date by which you must either take a lump sum
payment or select an annuity payout option. 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. We will send a notice with the contract statement
one year prior to the maturity date.

If you elect the Guaranteed withdrawal benefit for life and your contract is
annuitized at maturity, we will offer an annuity payout option that guarantees
you will receive payments for life that are at least equal to what you would
have received under the Guaranteed withdrawal benefit for life. At
annuitization, you will no longer be able to take withdrawals in addition to
the payments under this annuity pay-out option. You will still be able to
surrender the contract at any time for any remaining account value. As
described in "Contract features and benefits" under "Guaranteed withdrawal
benefit for life ("GWBL")," these payments will have the potential to increase
with favorable investment performance. Any remaining Guaranteed minimum death
benefit value will be transferred to the annuity payout contract as your
"minimum death benefit." If the enhanced death benefit had been elected, its
value as of the date the annuity payout contract is issued will become your
minimum death benefit, and it will continue to ratchet annually if your account
value is greater than your minimum death benefit base. The minimum death
benefit will be reduced dollar-for-dollar by each payment. If you die while
there is any minimum death benefit remaining, it will be paid to your
beneficiary.

Please see Appendix VII later in this Prospectus for variations that may apply
in your state.

ACCESSING YOUR MONEY

5. Charges and expenses

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

CHARGES THAT AXA EQUITABLE DEDUCTS

We deduct the following charges each day from the net assets of each variable
investment option. These charges are reflected in the unit values of each
variable investment option:

.. A mortality and expense risks charge

.. An administrative charge

.. A distribution charge

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:

.. On each contract date anniversary -- an annual administrative charge, if
applicable.

.. At the time you make certain withdrawals or surrender your contract -- a
withdrawal charge (not applicable to Accumulator(R) Select/SM/ contracts).

.. On each contract date anniversary -- a charge for each optional benefit you
elect: a death benefit (other than the Standard and GWBL Standard death
benefit); the Guaranteed minimum income benefit; the Guaranteed withdrawal
benefit for life; and the Earnings enhancement benefit.

.. On any contract date anniversary on which you are participating in a PGB --
a charge for a PGB.

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" later in this section.

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.

SEPARATE ACCOUNT ANNUAL EXPENSES

Accumulator(R): 0.80%
Accumulator(R) Plus/SM/: 0.95%
Accumulator(R) Elite/SM/: 1.10%
Accumulator(R) Select/SM/: 1.10%

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 income 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. Lastly,
we assume a mortality risk to the extent that at the time of death, the
Guaranteed minimum death benefit exceeds the cash value of the contract. The
expense risk we assume is the risk that it will cost us more to issue and
administer the contracts than we expect. For Accumulator(R) PlusSM contracts, a
portion of this charge also compensates us for the contract credit. For a
discussion of the credit, see "Credits" in "Contract features and benefits"
earlier in this Prospectus. We expect to make a profit from this charge.

Accumulator(R): 0.30%
Accumulator(R) Plus/SM/: 0.35%
Accumulator(R) Elite/SM/: 0.30%
Accumulator(R) Select/SM/: 0.25%

Accumulator(R): 0.20%
Accumulator(R) Plus/SM/: 0.25%
Accumulator(R) Elite/SM/: 0.25%
Accumulator(R) Select/SM/: 0.35%

CHARGES AND EXPENSES

ANNUAL ADMINISTRATIVE CHARGE

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option (see Appendix VII later in this Prospectus
to see if deducting this charge from the guaranteed interest option is
permitted in your state) on a pro rata basis. If those amounts are
insufficient, we will deduct all or a portion of the charge from the fixed
maturity options (if available) in the order of the earliest maturity date(s)
first. If such fixed maturity option amounts are insufficient, we will deduct
all or a portion of the charge from the account for special dollar cost
averaging or the account for 12 month dollar cost averaging, as applicable.
Please note that the account for special dollar cost averaging is available to
Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only and the
account for 12 month dollar cost averaging is available for Accumulator(R)
Select/SM/ contract owners only.

If your account value is insufficient to pay this charge, your contract will
terminate without value and you will lose any applicable guaranteed benefits
except as noted under "Insufficient account value" in "Determining your
contract's value" earlier in this Prospectus.

SPECIAL SERVICES CHARGES

WIRE TRANSFER CHARGE. We charge $90 for outgoing wire transfers. Unless you
specify otherwise, this charge will be deducted from the amount you request.

EXPRESS MAIL CHARGE. We charge $35 for sending you a check by express mail
delivery. This charge will be deducted from the amount you request.

WITHDRAWAL CHARGE
(FOR ACCUMULATOR(R), ACCUMULATOR(R) PLUS/SM/ AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS ONLY )

A withdrawal charge applies in two circumstances: (1) if you make one or more
withdrawals during a contract year that, in total, exceed the 10% free
withdrawal amount, described below, or (2) if you surrender your contract to
receive its cash value. For more information about the withdrawal charge if you
select an annuity payout option, see "Your annuity payout options -- The amount
applied to purchase an annuity payout option" in "Accessing your money" earlier
in the Prospectus. For Accumulator(R) Plus/SM/ contracts, a portion of this
charge also compensates us for the contract credit. For a discussion of the
credit, see "Credits" in "Contract features and benefits" earlier in this
Prospectus. We expect to make a profit from this charge.

----------------------------------------------------------------------------
WITHDRAWAL CHARGE AS A % OF CONTRIBUTION CONTRACT YEAR
----------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9
----------------------------------------------------------------------------

Accumulator(R) 7% 7% 6% 6% 5% 3% 1% 0%/(1)/ --
----------------------------------------------------------------------------
Accumulator(R) Plus/SM/ 8% 8% 7% 7% 6% 5% 4% 3% 0%/(2)/
----------------------------------------------------------------------------
Accumulator(R) Elite/SM/ 8% 7% 6% 5% 0%/(3)/ -- -- -- --
----------------------------------------------------------------------------

For purposes of calculating the withdrawal charge, we treat the contract year
in which we receive a contribution as "contract year 1" and the withdrawal
charge is reduced or expires on each applicable contract date anniversary.
Amounts withdrawn that are not subject to the withdrawal charge are not
considered withdrawals 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 your contract as
withdrawn first. See "Tax information" later in this Prospectus.

Please see Appendix VII later in this Prospectus for possible withdrawal charge
schedule variations in your state.

For purposes of calculating reductions in your guaranteed benefits and
associated benefit bases, the withdrawal amount includes both the withdrawal
amount paid to you and the amount of the withdrawal charge deducted from your
account value. For more information, see "Guaranteed minimum death benefit and
Guaranteed minimum income benefit base" and "How withdrawals affect your
Guaranteed minimum income benefit and Guaranteed minimum death benefit" earlier
in this Prospectus.

CHARGES AND EXPENSES

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

CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit
and/or the Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85 enhanced
death benefit, the withdrawal charge will be waived for any withdrawal that,
together with any prior withdrawals made during the contract year, does not
exceed 6% of the beginning of contract year 6% Roll-Up to age 85 benefit base,
even if such withdrawals exceed the free withdrawal amount. Also, a withdrawal
charge does not apply to a withdrawal that exceeds 6% of the beginning of
contract year 6% Roll-Up to age 85 benefit base as long as it does not exceed
the free withdrawal amount. If your withdrawal exceeds the amount described
above, this waiver is not applicable to that withdrawal nor to any subsequent
withdrawal for the life of the contract.

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

-- 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.

GUARANTEED MINIMUM DEATH BENEFIT CHARGE

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elect this
enhanced death benefit, we deduct a charge annually from your account value on
each contract date anniversary for which it is in effect. The charge is equal
to either 0.65% or 0.60% of the Greater of 6% Roll-Up to age 85 or Annual
Ratchet to age 85 benefit base, depending upon when and where you purchased
your contract. Please see Appendix VIII later in this Prospectus for more
information on the Guaranteed minimum death benefit charge applicable to your
contract.

CHARGES AND EXPENSES

from the account for special dollar cost averaging. Please note that the
account for special dollar cost averaging is available to Accumulator(R) and
Accumulator(R) Elite/SM/ contract owners only.

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of these charges for that year.

If your account value is insufficient to pay these charges, your contract will
terminate without value and you will lose any applicable guaranteed benefits
except as noted under "Insufficient account value" in "Determining your
contract's value" earlier in this Prospectus.

STANDARD DEATH BENEFIT AND GWBL STANDARD DEATH BENEFIT. There is no additional
charge for these standard death benefits.

PRINCIPAL GUARANTEE BENEFITS CHARGE

If you purchase a PGB, we deduct a charge annually from your account value on
each contract date anniversary on which you are participating in a PGB. The
charge is equal to 0.50% of the account value for the 100% Principal guarantee
benefit and 0.75% of the account value for the 125% Principal guarantee
benefit. We will continue to deduct the charge until your benefit maturity
date. We will deduct this charge from your value in the permitted variable
investment options and the guaranteed interest option (see Appendix VII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state) on a pro rata basis. If such amounts are
insufficient, we will deduct all or a portion of this charge from the account
for special dollar cost averaging. Please note that the account for special
dollar cost averaging is available to Accumulator(R) and Accumulator(R)
Elite/SM/ contract owners only.

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year.

GUARANTEED MINIMUM INCOME BENEFIT CHARGE

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option on a pro rata basis (see Appendix VII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state). If those amounts are insufficient, we will
deduct all or a portion of the charge from the fixed maturity options in the
order of the earliest maturity date(s) first. A market value adjustment will
apply to deductions from the fixed maturity options. If such fixed maturity
option amounts are still insufficient, we will deduct all or a portion of the
charge from the account for special dollar cost averaging. Please note that the
account for special dollar cost averaging is available to Accumulator(R) and
Accumulator(R) Elite/SM/ contract owners only.

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year.

EARNINGS ENHANCEMENT BENEFIT CHARGE

If you elect the Earnings enhancement benefit, we deduct a charge annually from
your account value on each contract date anniversary for which it is in effect.
The charge is equal to 0.35% of the account value on each contract date
anniversary. We will deduct this charge from your value in the variable
investment options and the guaranteed interest option on a pro rata basis. If
those amounts are insufficient, we will deduct all or a portion of the charge
from the fixed maturity options in the order of the earliest maturity date(s)
first. If such fixed maturity option amounts are insufficient, we will deduct
all or a portion of the charge from the account for special dollar cost
averaging. Please note that the account for special dollar cost averaging is
available to Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT CHARGE

If you elect the Guaranteed withdrawal benefit for life ("GWBL"), we deduct a
charge annually as a percentage of your GWBL benefit base on each contract date
anniversary. If you elect the Single Life option, the charge is equal to 0.60%.
If you elect the Joint Life option, the charge is equal to 0.75%. We will
deduct this charge from your value in the permitted variable investment options
and the guaranteed interest option on a pro rata basis. (See Appendix VII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state.) If those amounts are insufficient, we will
deduct all or a portion of the charge from the account for special dollar cost
averaging. Please note that the account for special dollar cost averaging is
available to Accumulator(R) and Accumulator(R) Elite/SM/ contract owners only.

If the contract is surrendered or annuitized or a death benefit is paid on a
date other than a contract date anniversary, we will deduct a pro rata portion
of the charge for that year.

CHARGES AND EXPENSES

For Joint Life contracts, if the successor owner or joint annuitant is dropped
before you take your first withdrawal, we will adjust the charge at that time
to reflect a Single Life. If the successor owner or joint annuitant is dropped
after withdrawals begin, the charge will continue based on a Joint Life basis.

CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

CHARGES THAT THE TRUSTS DEDUCT

The Trusts deduct charges for the following types of fees and expenses:

.. Management fees.

.. 12b-1 fees.

.. Operating expenses, such as trustees' fees, independent public accounting
firms' fees, legal counsel fees, administrative service fees, custodian
fees and liability insurance.

.. Investment-related expenses, such as brokerage commissions.

These charges are reflected in the daily share price of each Portfolio. Since
shares of each Trust are purchased at their net asset value, these fees and
expenses are, in effect, passed on to the variable investment options and are
reflected in their unit values. Certain Portfolios available under the contract
in turn invest in shares of other Portfolios of AXA Premier VIP Trust and EQ
Advisors Trust and/or shares of unaffiliated portfolios (collectively, the
"underlying portfolios"). The underlying portfolios each have their own fees
and expenses, including management fees, operating expenses, and investment
related expenses such as brokerage commissions. For more information about
these charges, please refer to the prospectuses for the Trusts.

GROUP OR SPONSORED ARRANGEMENTS

We also may establish different rates to maturity for the fixed maturity
options under different classes of contracts for group or sponsored
arrangements.

Group or sponsored arrangements may be governed by federal income tax rules,
the Employee Retirement Income Security Act of 1974 ("ERISA") 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

CHARGES AND EXPENSES

6. Payment of death benefit

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

YOUR BENEFICIARY AND PAYMENT OF BENEFIT

You designate your beneficiary when you apply for your contract. You may change
your beneficiary at any time during your lifetime and while the contract is
in-force. The change will be effective as of the date the written request is
executed, whether or not you are living on the date 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. You may be
limited as to the beneficiary you can designate in a Rollover TSA contract. In
a QP contract, the beneficiary must be the plan trust. Where an NQ contract is
owned for the benefit of a minor pursuant to the Uniform Gift to Minors Act or
the Uniform Transfers to Minors Act, the beneficiary must be the estate of the
minor. Where an IRA contract is owned in a custodial individual retirement
account, the custodian must be the beneficiary.

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. 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.

In general, if the annuitant dies, the owner (or older joint owner, if
applicable) will become the annuitant, and the death benefit is not payable.

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. If the
contract has a non-natural owner, the death benefit is payable upon the death
of the annuitant. For Joint Life contracts with GWBL, the death benefit is paid
to the beneficiary at the death of the second to die of the owner and successor
owner, or the annuitant and joint annuitant, as applicable.

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, your surviving spouse may have the option to:

.. take the death benefit proceeds in a lump sum;

.. continue the contract as a successor owner under "Spousal continuation" (if
your spouse is the sole primary beneficiary) or under our Beneficiary
continuation option, as discussed below; or

.. roll the death benefit proceeds over into another contract.

If your surviving spouse rolls over the death benefit proceeds into a contract
issued by us, the amount of the death benefit will be calculated as of the date
we receive all requirements necessary to issue your spouse's new contract. Any
death proceeds will remain invested in this contract until your spouse's new
contract is issued. The amount of the death benefit will be calculated to equal
the greater of the account value (as of the date your spouse's new contract is
issued) and the applicable guaranteed minimum death benefit (as of the date of
your death). This means that the death benefit proceeds could vary up or down,
based on investment performance, until your spouse's new contract is issued.

PAYMENT OF DEATH BENEFIT

If the beneficiary is not the surviving spouse or if the surviving joint owner
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. If the beneficiary of a
contract with one owner or a younger non-spousal joint owner continues the
contract under the 5-year rule, in general, all guaranteed benefits and their
charges will end. If a PGB election is in effect upon your death with a benefit
maturity date of less than five years from the date of death, it will remain in
effect. For more information on non-spousal joint owner contract continuation,
see the section immediately below.

NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION

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

If the older owner dies first, we will increase the account value to equal the
Guaranteed minimum death benefit, if higher, and by the value of the Earnings
enhancement benefit. The surviving owner can elect to (1) take a lump sum
payment; (2) annuitize within one year; (3) continue the contract for up to
five years; or (4) continue the contract under the Beneficiary continuation
option. For Accumulator(R) PlusSM contracts, if any contributions are made
during the one-year period prior to the owner's death, the account value will
first be reduced by any credits applied to any such contributions.

SPOUSAL CONTINUATION

If you are the contract owner and your spouse is the sole primary beneficiary
or you jointly own the contract with your spouse, 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.

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 or continue the contract, as follows:

.. As of the date we receive satisfactory proof of your death, any required
instructions, information and forms necessary, we will increase the account
value to equal the elected Guaranteed minimum death benefit as of the date
of your death if such death benefit is greater than such account value,
plus any amount applicable under the Earnings enhancement benefit, and
adjusted for any subsequent withdrawals. For Accumulator(R) Plus/SM/
contracts, if any contributions are made during the one- year period prior
to the owner's death, the account value will first be reduced by any
credits applied to any such contributions. The increase in the account
value will be allocated to the investment options according to the
allocation percentages we have on file for your contract.

.. The applicable Guaranteed minimum death benefit option may continue as
follows:

-- If the surviving spouse is age 75 or younger on the date of your death,
and you were age 84 or younger at death, the Guaranteed minimum death
benefit you elected continues and will continue to grow according to its
terms until the contract date anniversary following the date the
surviving spouse reaches age 85.

-- If the surviving spouse is age 75 or younger on the date of your death,
and you were age 85 or older at death, we will reinstate the Guaranteed
minimum death benefit you elected. The benefit base (which had previously
been frozen at age 85) will now continue to grow according to its terms
until the contract date anniversary following the date the surviving
spouse reaches age 85.

-- If the surviving spouse is age 76 or over on the date of your death, the
Guaranteed minimum death benefit and charge will be discontinued.

-- If the Guaranteed minimum death benefit continues, the Guaranteed minimum
death benefit/Guaranteed minimum income benefit roll-up benefit base
reset, if applicable, will be based on the surviving spouse's age at the
time of your death. The next available reset will be based on the
contract issue date or last reset, as applicable.

PAYMENT OF DEATH BENEFIT

.. If elected, PGB continues and is based on the same benefit maturity date
and guaranteed amount that was guaranteed.

.. The Guaranteed minimum income benefit may continue if the benefit had not
already terminated and the benefit will be based on the surviving spouse's
age at the date of the deceased spouse's death. See "Guaranteed minimum
income benefit" in "Contract features and benefits" earlier in this
Prospectus.

.. If you elect the Guaranteed withdrawal benefit for life on a Joint Life
basis, the benefit and charge will remain in effect and no death benefit is
payable until the death of the surviving spouse. Withdrawal charges, if
applicable under your Accumulator(R) Series contract, will continue to
apply to all contributions made prior to the deceased spouse's death. No
additional contributions will be permitted. If you elect the Guaranteed
withdrawal benefit for life on a Single Life basis, the benefit and charge
will terminate.

.. If the deceased spouse was the annuitant, the surviving spouse becomes the
annuitant.

For jointly owned NQ contracts, if the younger spouse dies first no death
benefit is paid, and the contract continues as follows:

.. The Guaranteed minimum death benefit, the Earnings enhancement benefit and
the Guaranteed minimum income benefit continue to be based on the older
spouse's age for the life of the contract.

.. If the deceased spouse was the annuitant, the surviving spouse becomes the
annuitant.

.. If a PGB had been elected, the benefit continues and is based on the same
benefit maturity date and guaranteed amount.

.. If you elect the Guaranteed withdrawal benefit for life, the benefit and
charge will remain in effect and no death benefit is payable until the
death of the surviving spouse.

.. The withdrawal charge schedule remains in effect. Please note that
withdrawal charges do not apply to Accumulator(R) Select/SM/ contracts.

If you divorce, Spousal continuation does not apply.

BENEFICIARY CONTINUATION OPTION

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. For Joint Life
contracts with GWBL, the beneficiary continuation option is only available
after the death of the second owner.

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. If the election is made, then, as of the
date we receive satisfactory proof of death, any required instructions,
information and forms necessary to effect the beneficiary continuation option
feature, we will increase the account value to equal the applicable death
benefit if such death benefit is greater than such account value, plus any
amount applicable under the Earnings enhancement benefit, adjusted for any
subsequent withdrawals. For Accumulator (R) PlusSM contracts, the account value
will first be reduced by any credits applied in the one-year period prior to
the owner's death.

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.

PAYMENT OF DEATH BENEFIT

Under the beneficiary continuation option for IRA and Roth IRA contracts:

.. The contract continues with your name on it for the benefit of your
beneficiary.

.. The beneficiary replaces the deceased owner as annuitant.

.. 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.

.. The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

.. The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

.. 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.

.. Any partial withdrawal must be at least $300.

.. Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract.

BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known
as Inherited annuity, 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. 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:

.. 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.

.. The beneficiary automatically replaces the existing annuitant.

.. The contract continues with your name on it for the benefit of
yourbeneficiary.

.. The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

.. The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

.. 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.

.. Any partial withdrawals must be at least $300.

.. Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract on the beneficiary's death.

IF THE DECEASED IS THE OWNER OR THE OLDER JOINT OWNER:

.. As of the date we receive satisfactory proof of death and any required
instructions, information and forms necessary to effect the Beneficiary
continuation option feature, we will increase the account value to equal
the applicable death benefit if such death benefit is greater than such
account value plus any amount applicable under the Earnings enhancement
benefit adjusted for any subsequent withdrawals. For Accumulator(R)
Plus/SM/ contracts, the account value will first be reduced by any credits
applied in a one-year period prior to the owner's death.

.. No withdrawal charges, if applicable under your Accumulator(R) Series
contract, will apply to any withdrawals by the beneficiary.

PAYMENT OF DEATH BENEFIT

IF THE DECEASED IS THE YOUNGER NON-SPOUSAL JOINT OWNER:

.. The annuity account value will not be reset to the death benefit amount.

.. 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. Please note that withdrawal charges do not apply to
Accumulator(R) Select/SM/ contracts.

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

PAYMENT OF DEATH BENEFIT

7. Tax information

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

OVERVIEW

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.

CONTRACTS THAT 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 a custodial or
trusteed individual retirement account. Similarly, a 403(b) plan can be funded
through a 403(b) annuity contract or a 403(b)(7) custodial account. Annuity
contracts can also be purchased in connection with retirement plans qualified
under Section 401(a) of the Code ("QP contracts"). How these arrangements work,
including special rules applicable to each, are described in the specific
sections for each type of arrangement, below. 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 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 or funds that you elect.

TRANSFERS AMONG INVESTMENT OPTIONS

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

.. if you transfer a contract, for example, as a gift to someone other than
your spouse (or former spouse);

.. if you use a contract as security for a loan (in this case, the amount
pledged will be treated as a distribution); and

ANNUITY PAYMENTS

The following applies to an annuitization of the entire contract. In certain
cases, the contract can be partially annuitized. See "Partial annuitization"
below.

TAX INFORMATION

Annuitization payments that are based on life or life expectancy are considered
annuity payments for income tax purposes. We include in annuitization payments
GMIB payments and other annuitization payments available under your contract.
We also include Guaranteed annual withdrawals that are continued after your
account value goes to zero under a supplementary life annuity contract, as
discussed under "Guaranteed withdrawal benefit for life ("GWBL")" in "Contract
features and benefits" earlier in this Prospectus.

PARTIAL ANNUITIZATION

WITHDRAWALS MADE BEFORE ANNUITY PAYMENTS BEGIN

TAXATION OF LIFETIME WITHDRAWALS IF YOU ELECT THE GUARANTEED WITHDRAWAL BENEFIT
FOR LIFE

We treat Guaranteed annual withdrawals and other withdrawals as non-annuity
payments for income tax purposes as discussed above.

EARNINGS ENHANCEMENT BENEFIT

1035 EXCHANGES

You may purchase a nonqualified deferred annuity contract 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:

.. 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).

TAX INFORMATION

The tax basis, also referred to as your investment in the contract, of the
source contract carries over to the contract issued in 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.

EARLY DISTRIBUTION PENALTY TAX

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. in the form of substantially equal periodic annuity payments at least
annually over your life (or life expectancy), or the joint lives of you and
your beneficiary (or joint life expectancies), using an IRS-approved
distribution method. We do not anticipate that Guaranteed annual
withdrawals made under the Guaranteed withdrawal benefit for life's Maximum
or Customized payment plan or taken as partial withdrawals will qualify for
this exception if made before age 59 1/2.

ADDITIONAL TAX ON NET INVESTMENT INCOME

INVESTOR CONTROL ISSUES

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/or 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.

TAX INFORMATION

There are two basic types of IRAs, as follows:

.. Traditional IRAs, typically funded on a pre-tax basis; and

.. Roth IRAs, funded on an after-tax basis.

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).

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 any
variable income annuitization option payments (as opposed to payments from a
fixed income annuitization option).

AXA Equitable has received opinion letters from the IRS approving the
respective forms of the Accumulator(R) Series traditional and Roth IRA
contracts for use as a traditional and Roth IRA, respectively, and the
respective forms of the Accumulator(R) Series Inherited IRA beneficiary
continuation contract for use as a traditional inherited IRA or inherited 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. The contracts submitted for IRS approval do not include every
feature possibly available under the Accumulator(R) Series traditional and Roth
IRA contracts.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

This is provided for informational purposes only. Since the contracts are no
longer available to new purchasers, this cancellation provision is no longer
applicable.

You can cancel either type of the Accumulator(R) Series IRA contract
(traditional IRA or Roth IRA) by following the directions in "Your right to
cancel within a certain number of days" under "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 generally make three
different types of contributions to purchase a traditional IRA or as subsequent
contributions to an existing IRA:

.. "regular" contributions out of earned income or compensation; or

.. tax-free "rollover" contributions; or

.. direct custodian-to-custodian transfers from other traditional IRAs
("direct transfers").

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, $5,500 is the maximum amount that you may
contribute to all IRAs (traditional IRAs and Roth IRAs) for 2013, after
adjustment cost-of-living changes. When your earnings are below $5,500, your
earned income or compensation for the year is the most you can contribute. This
limit does not apply to rollover contributions or direct custodian-to-custodian
transfers into a traditional IRA. You cannot make regular traditional IRA
contributions for the tax year in which you reach age 70 1/2 or any tax 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.

TAX INFORMATION

contributions. No more than a combined total of $5,500 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 $5,500 or 100% of "earned income" to a traditional IRA for a
non-working spouse until the year in which the non-working 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 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-favoredretirement 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 non-working spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year ($5,500 for 2013 after
adjustment). The dollar limit is $1,000 higher for people eligible to make age
50-70 1/2 catch-up contributions ($6,500 for 2013). 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" later in
this section for more information.

ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS

Rollover contributions may be made to a traditional IRA from these "eligible
retirement plans":

.. qualified plans;

.. governmental employer 457(b) plans;

.. 403(b) plans; and

.. 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

There are two ways to do rollovers:

.. Do it yourself:

.. Direct rollover:

All distributions from a qualified plan, 403(b) plan or governmental employer
457(b) plan are eligible rollover distributions, unless the distributions are:

.. "required minimum distributions" after age 70 1/2 or retirement from
service with the employer; or

.. 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

.. substantially equal periodic payments made for a specified period of 10
years or more; or

.. hardship withdrawals; or

.. corrective distributions that fit specified technical tax rules; or

.. loans that are treated as distributions; or

.. death benefit payments to a beneficiary who is not your surviving spouse; or

TAX INFORMATION

.. qualified domestic relations order distributions to a beneficiary who is
not your current spouse or former spouse.

ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN
TRADITIONAL IRAS

ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS

SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS

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:

.. regular contributions of more than the maximum regular contribution amount
for the applicable taxable year; or

.. regular contributions to a traditional IRA made after you reach age 70 1/2;
or

.. 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 IRS Publication 590 for further details.

RECHARACTERIZATIONS

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.

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 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:

.. the amount received is a withdrawal of certain excess contributions, as
described in IRS Publication 590; or

.. 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.)

TAX INFORMATION

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.

Certain distributions from IRAs directly transferred to charitable
organizations may be tax-free to IRA owners age 70 1/2 or older if made by
December 31, 2013.

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, guaranteed benefits. This could increase the amount
required to be distributed from the contract 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 1st -- April 1st). 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."

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.

TAX INFORMATION

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

EARLY DISTRIBUTION PENALTY TAX

.. made on or after your death; or

.. made because you are disabled (special federal income tax definition); or

.. used to pay certain extraordinary medical expenses (special federal income
tax definition); or

.. used to pay medical insurance premiums for unemployed individuals (special
federal income tax definition); or

.. used to pay certain first-time home buyer expenses (special federal income
tax definition; $10,000 lifetime total limit for these distributions from
all your traditional and Roth IRAs); or

.. used to pay certain higher education expenses (special federal income tax
definition); or

Please note that it is your responsibility to claim the penalty exception on
your own income tax return and to document eligibility for the exception to the
IRS.

To meet the substantially equal periodic payment exception, you could elect the
substantially equal withdrawal option. See "Substantially equal withdrawals"
under "Accessing your money" earlier in this Prospectus. We will calculate the
substantially equal annual payments using your choice of IRS-approved methods
we offer. Although substantially equal withdrawals are not subject to the 10%
penalty tax, they are taxable as discussed in "Withdrawals, payments and
transfers of funds out of traditional IRAs" earlier in this

TAX INFORMATION

section. Once substantially equal withdrawals begin, the distributions should
not be stopped or changed until after the later of your reaching age 59 1/2 or
five years after the date of the first distribution, or the penalty tax,
including an interest charge for the prior penalty avoidance, may apply to all
prior distributions under either option. Also, it is possible that the IRS
could view any additional withdrawal or payment you take from, or any
additional contributions or transfers you make to, your contract as changing
your pattern of substantially equal withdrawals for purposes of determining
whether the penalty applies.

ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS)

The Accumulator(R) Series Roth IRA contract is designed to qualify as a Roth
individual retirement annuity under Sections 408A(b) and 408(b) of the Internal
Revenue Code.

CONTRIBUTIONS TO ROTH IRAS

Individuals may generally make four different types of contributions to a Roth
IRA:

.. regular after-tax contributions out of earnings; or

.. taxable rollover contributions from traditional IRAs or other eligible
retirement plans ("conversion rollover" contributions); or

.. tax-free rollover contributions from other Roth individual retirement
arrangements or designated Roth accounts under defined contribution plans;
or

.. tax-free direct custodian-to-custodian transfers from other Roth IRAs
("direct transfers").

REGULAR CONTRIBUTIONS TO ROTH IRAS

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?

You may make rollover contributions to a Roth IRA from these sources only:

.. another Roth IRA;

.. 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");

.. a "designated Roth contribution account" under a 401(k) plan, 403(b) plan,
or a governmental employer Section 457(b) plan (direct or 60-day); or

.. from non-Roth accounts under another eligible retirement plan, as described
below under "Conversion rollover contributions to Roth IRAs."

TAX INFORMATION

You may make direct transfer contributions to a Roth IRA only from another Roth
IRA.

CONVERSION ROLLOVER CONTRIBUTIONS TO ROTH IRAS

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.

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 of your
contract and annuity payments from your contract. Death benefits are also
distributions.

TAX INFORMATION

come tax returns and records pertaining to such contributions and distributions
until your interests in all Roth IRAs are distributed.

The following distributions from Roth IRAs are free of income tax:

.. rollovers from a Roth IRA to another Roth IRA;

.. direct transfers from a Roth IRA to another Roth IRA;

.. qualified distributions from a Roth IRA; and

.. 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
includible in income:

.. you are age 59 1/2 or older; or

.. you die; or

.. you become disabled (special federal income tax definition); or

(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 amount distributed, distributions and contributions
are aggregated or grouped, then added together as follows:

(1)All distributions made during the year from all Roth IRAs you maintain --
with any custodian or issuer -- are added together.

(3)All conversion contributions made during the year are added together.

REQUIRED MINIMUM DISTRIBUTIONS DURING LIFE

Lifetime required minimum distributions 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.

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 TO ROTH IRAS

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.

EARLY DISTRIBUTION PENALTY TAX

Same as traditional IRA.

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

TAX INFORMATION

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 should note the following special situations:

.. We might have to withhold and/or report on amounts we pay under a free look
or cancellation.

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

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)

SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS

The plan administrator is responsible for making all required notifications on
tax matters to plan participants and to the IRS. See Appendix II at the end of
this Prospectus.

MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS

Unless the distribution is directly rolled over to another eligible retirement
plan, eligible rollover distributions from qualified plans and TSA contracts
are subject to mandatory 20% withholding. The plan administrator is responsible
for withholding from qualified plan distributions and communicating to the
recipient whether the distribution is an eligible rollover distribution.

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.

TAX INFORMATION

8. More information

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ABOUT SEPARATE ACCOUNT NO. 49

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 in 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;

(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;

(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;

(8)to terminate transfers to any of the variable investment options; and

(9)to limit the number of variable investment options you may elect.

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 THE TRUSTS

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

The Trusts do not impose sales charges or "loads" for buying and selling their
shares. All dividends and other distributions on the Trusts' shares are
reinvested in full. The Board of Trustees of each Trust may establish
additional Portfolios or eliminate existing Portfolios at any time. More
detailed information about each Trust, its Portfolio investment objectives,
policies, restrictions, risks, expenses, its Rule 12b-1 Plans, and other
aspects of its operations, appears in the prospectuses for each Trust, which
generally accompany this Prospectus, or in their respective SAIs, which are
available upon request.

ABOUT OUR FIXED MATURITY OPTIONS

RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE

The rates to maturity for new allocations as of February 15, 2013 and the
related price per $100 of maturity value were as shown below:

MORE INFORMATION

2018 3.00%/(1)/ $86.25
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2019 3.00%/(1)/ $83.74
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2020 3.00%/(1)/ $81.30
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2021 3.00%/(1)/ $78.93
-------------------------------------------------------
2022 3.00%/(1)/ $76.63
-------------------------------------------------------
2023 3.10% $73.68
-------------------------------------------------------

(1)Since these rates to maturity are 3%, no amounts could have been allocated
to these options.

HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT

We use the following procedure to calculate the market value adjustment
(positive or negative) we make if you withdraw any of your value from a fixed
maturity option before its maturity date.

(1)We determine the market adjusted amount on the date of the withdrawal as
follows:

(a)We determine the fixed maturity amount that would be payable on the
maturity date, using the rate to maturity for the fixed maturity option.

(d)We determine the present value of the fixed maturity amount payable at
the maturity date, using the period determined in (b) and the rate
determined in (c).

(2)We determine the fixed maturity amount as of the current date.

(3)We subtract (2) from the result in (1)(d). The result is the market value
adjustment applicable to such fixed maturity option, which may be positive
or negative.

For purposes of calculating the rate to maturity for new allocations to a fixed
maturity option (see (1)(c) above), we use the rate we have in effect for new
allocations to that fixed maturity option. We use this rate even if new
allocations to that option would not be accepted at that time. This rate will
not be less than 3%. If we do not have a rate to maturity in effect for a fixed
maturity option to which the "current rate to maturity" in (1)(c) above would
apply, we will use the rate at the next closest maturity date. If we are no
longer offering new fixed maturity options, the "current rate to maturity" will
be determined by using a widely published index. We reserve the right to add up
to 0.25% to the current rate in (1)(c) above for purposes of calculating the
market value adjustment only.

INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

Amounts allocated to the fixed maturity options are held in a "non-unitized"
separate account we have established under the New York Insurance Law. This
separate account provides an additional measure of assurance that we will make
full payment of amounts due under the fixed maturity options. 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 fixed maturity options,
regardless of whether assets supporting fixed maturity options are held in a
separate account or our general account.

ABOUT THE GENERAL ACCOUNT

MORE INFORMATION

general creditors and the conduct of its routine business activities, such as
the payment of salaries, rent and other ordinary business expenses. For more
information about AXA Equitable's financial strength, you may review its
financial statements and/or check its current rating with one or more of the
independent sources that rate insurance companies for their financial strength
and stability. Such ratings are subject to change and have no bearing on the
performance of the variable investment options. You may also speak with your
financial representative. For Accumulator(R) Plus/SM/ contracts, credits
allocated to your account value are funded from our general account.

The general account is subject to regulation and supervision by the New York
State Department of Financial Services and to the insurance laws and
regulations of all jurisdictions where we are authorized to do business.
Interests under the contracts in the general account have not been registered
and are not required to be registered under the Securities Act of 1933 because
of exemptions and exclusionary provisions that apply. The general account is
not required to register as an investment company under the Investment Company
Act of 1940 and it is not registered as an investment company under the
Investment Company Act of 1940. The contract is a "covered security" under the
federal securities laws.

We have been advised that the staff of the SEC has not reviewed the portions of
this Prospectus that relate to the general account . The disclosure with regard
to the general account, however, may be subject to certain provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses.

ABOUT OTHER METHODS OF PAYMENT

WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS

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.

After your contract has been issued, additional contributions may be
transmitted by wire.

AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA AND FLEXIBLE
PREMIUM ROTH IRA CONTRACTS ONLY

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a checking account, money market account, or
credit union checking account and contributed as an additional contribution
into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a
monthly or quarterly basis. AIP is not available for Rollover IRA, Roth
Conversion IRA, QP, Inherited IRA Beneficiary Continuation (traditional IRA or
Roth IRA) or Rollover TSA contracts. Please see Appendix VII later in this
Prospectus to see if the automatic investment program is available in your
state.

For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300
quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts,
the minimum amount is $50. Under the IRA contracts, these amounts are subject
to the tax maximums. AIP additional contributions may be allocated to any of
the variable investment options and available fixed maturity options, but not
the account for special dollar cost averaging. Please note that the account for
special dollar cost averaging is available to Accumulator(R) and Accumulator(R)
Elite/SM/ contract owners only. You choose the day of the month you wish to
have your account debited. However, you may not choose a date later than the
28th day of the month.

DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

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.

MORE INFORMATION

.. 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.

.. A loan request under your Rollover TSA contract will be processed on the
first business day of the month following the date on which the properly
completed loan request form is received.

.. 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.

.. If we have entered into an agreement with your broker-dealer for automated
processing of contributions and/or transfers upon receipt of customer
order, your contribution and/or transfer will be considered received at the
time your broker-dealer receives your contribution and/or transfer 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
receiving the contribution and/or transfer. Such arrangements may apply to
initial contributions, subsequent contributions, and/or transfers, 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, CREDITS AND TRANSFERS

.. Contributions (and credits, for Accumulator(R) Plus/SM/ contracts only)
allocated to the variable investment options are invested at the unit value
next determined after the receipt of the contribution.

.. Contributions (and credits, for Accumulator(R) Plus/SM/ contracts only)
allocated to the guaranteed interest option will receive the crediting rate
in effect on that business day for the specified time period.

.. Contributions (and credits, for Accumulator(R) Plus/SM/ contracts only)
allocated to a fixed maturity option will receive the rate to maturity in
effect for that fixed maturity option on that business day (unless a rate
lock-in is applicable).

.. Initial contributions allocated to the account for special dollar cost
averaging receive the interest rate in effect on that business day. At
certain times, we may offer the opportunity to lock in the interest rate
for an initial contribution to be received under Section 1035 exchanges and
trustee to trustee transfers. Please note that the account for special
dollar cost averaging is available to Accumulator(R) and Accumulator(R)
Elite/SM/ contract owners only. Your financial professional can provide
information or you can call our processing office.

.. Transfers to or from variable investment options will be made at the unit
value next determined after the receipt of the transfer request.

.. Transfers to a fixed maturity option will be based on the rate to maturity
in effect for that fixed maturity option on the business day of the
transfer.

.. Transfers to the guaranteed interest option will receive the crediting rate
in effect on that business day for the specified time period.

.. For the interest sweep option, the first monthly transfer will occur on the
last business day of the month following the month that we receive your
election form at our processing office.

ABOUT YOUR VOTING RIGHTS

As the owner of the shares of the Trusts, we have the right to vote on certain
matters involving the Portfolios, such as:

.. the election of trustees; or

.. the formal approval of independent public accounting firms selected for
each Trust; or

.. any other matters described in the prospectus for each Trust or requiring a
shareholders' vote under the Investment Company Act of 1940.

SEPARATE ACCOUNT NO. 49 VOTING RIGHTS

If actions relating to the Separate Account 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.

MORE INFORMATION

CHANGES IN APPLICABLE LAW

STATUTORY COMPLIANCE

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

FINANCIAL STATEMENTS

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING

You cannot assign your NQ contract as collateral or security for a loan. Loans
are also not available under your NQ contract. In some cases, an assignment or
change of ownership may have adverse tax consequences. See "Tax information"
earlier in this Prospectus.

For NQ contracts only, subject to regulatory approval, if you elected the
Guaranteed minimum death benefit, Guaranteed minimum income benefit, the
Earnings enhancement benefit, a PGB, and/or the Guaranteed withdrawal benefit
for life (collectively, the "Benefit"), generally the Benefit will
automatically terminate if you change ownership of the contract or if you
assign the owner's right to change the beneficiary or person to whom annuity
payments will be made. However, the Benefit will not terminate if the ownership
of the contract is transferred from a non-natural owner to an individual but
the contract will continue to be based on the annuitant's life. Please speak
with your financial professional for further information.

See Appendix VII later in this Prospectus for any state variations with regard
to terminating any benefits under your contract.

Loans are not available (except for Rollover TSA contracts, subject to plan or
employer approval) and you cannot assign IRA and QP contracts as security for a
loan or other obligation. Loans are available under a Rollover TSA contract
only if permitted under the sponsoring employer's plan.

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 IRA, QP or Rollover TSA
contract to another similar arrangement under Federal income tax rules. In the
case of such a transfer that involves a surrender of your contract, we will
impose a withdrawal charge, if one applies.

ABOUT CUSTODIAL IRAS

HOW DIVORCE MAY AFFECT YOUR GUARANTEED BENEFITS

HOW DIVORCE MAY AFFECT YOUR JOINT LIFE GWBL

If you purchased the GWBL on a Joint Life basis and subsequently get divorced,
we will divide the contract as near as is practicable in accordance with the
divorce decree and replace the original contract with two Single life contracts.

MORE INFORMATION

If the division of the contract occurs before any withdrawal has been made, the
Applicable percentage for your guaranteed annual withdrawal amount will be
based on each respective individual's age at the time of the first withdrawal
and any subsequent Annual Ratchet. The GWBL charge under the new contracts will
be on a Single life basis. The GWBL benefit base will not be split.

If the division of the contract occurs after any withdrawal has been made,
there is no change to either the GWBL charge (the charge will remain a Joint
Life charge for each contract) or the Applicable percentage. The Joint life
Applicable percentage that was in effect at the time of the split of the
contracts may increase at the time an Annual Ratchet occurs based on each
respective individual's age under their respective new contract.

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 No. 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.

Although AXA Equitable takes into account all of its distribution and other
costs in establishing the level of fees and charges under its contracts, none
of the compensation paid to the Distributors or the Selling broker-dealers
discussed in this section of the Prospectus are imposed as separate fees or
charges under your contract. AXA Equitable, however, intends to recoup amounts
it pays for distribution and other services through the fees and charges of the
contract and payments it receives for providing administrative, distribution
and other services to the Portfolios. For information about the fees and
charges under the contract, see "Fee table" and "Charges and expenses" earlier
in this Prospectus.

AXA ADVISORS COMPENSATION. AXA Equitable pays compensation to AXA Advisors
based on contributions made on the contracts sold through AXA Advisors
("contribution-based compensation"). The contribution-based compensation will
generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may
pay a portion of the contribution-based compensation received from AXA
Equitable to the AXA Advisors financial professional and/or the Selling
broker-dealer making the sale. In some instances, a financial professional or a
Selling broker-dealer may elect to receive reduced contribution-based
compensation on a contract in combination with ongoing annual compensation of
up to 1.20% 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 compensation
paid by AXA Advisors varies among financial professionals and among Selling
broker-dealers. AXA Advisors also pays a portion of the compensation it
receives to its managerial personnel. When a contract is sold by a Selling
broker-dealer, the Selling broker-dealer, not AXA Advisors, determines the
amount and type of compensation paid to the Selling broker-dealer's financial
professional for the sale of the contract. Therefore, you should contact your
financial professional for information about the compensation he or she
receives and any related incentives, as described below.

AXA Advisors also pays its financial professionals and managerial personnel
other types of compensation including service fees, expense allowance payments
and health and retirement benefits. AXA Advisors also pays its financial
professionals, managerial personnel and Selling broker-dealers sales bonuses
(based on selling certain products during specified periods) and persistency
bonuses. AXA Advisors may offer sales incentive programs to financial
professionals and Selling broker-dealers who meet specified production levels
for the sales of both AXA Equitable contracts and contracts offered by other
companies. These incentives provide non-cash compensation such as stock options
awards and/or stock appreciation rights, expense-paid trips, expense-paid
education seminars and merchandise.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of contribution-based compensation and/or
asset-based compensation for the sale of an AXA Equitable contract than it pays
for the sale of a contract or other financial product issued by a company other
than AXA Equitable. AXA Advisors may pay higher compensation on certain
products in a class than others based on a group or sponsored arrangement, or
between older and newer versions or series of the same contract. This practice
is known as providing "differential compensation." Differential compensation
may involve other forms of compensation to AXA Advisors personnel. Certain
components of the compensation paid to managerial personnel are based on
whether the sales involve AXA Equitable contracts. Managers earn higher
compensation (and credits toward awards and bonuses) if the financial
professionals they manage sell a higher percentage of AXA Equitable contracts
than products issued by other companies. Other forms of compensation provided
to its financial professionals include health and retirement benefits, expense
reimbursements, marketing allowances and contribution-based payments, known as
"overrides." For tax reasons, AXA Advisors financial professionals qualify for
health and retirement benefits based solely on their sales of AXA Equitable
contracts and products sponsored by affiliates.

MORE INFORMATION

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays contribution-based and
asset-based compensation (together "compensation") to AXA Distributors.
Contribution-based compensation is paid based on AXA Equitable contracts sold
through AXA Distributor's Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributor's Selling broker-dealers. Contribution-based compensation will
generally not exceed 7.50% 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 the contract in combination with
annual asset-based compensation of up to 1.25% of the account value of the
contract sold. 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 Equitable also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of AXA Equitable's distribution
agreements with AXA Distributors.

ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA
Distributors may pay, out of its assets, certain Selling broker-dealers and
other financial intermediaries additional compensation in recognition of
services provided or expenses incurred. AXA Distributors may also pay certain
Selling broker-dealers or other financial intermediaries additional
compensation for enhanced marketing opportunities and other services (commonly
referred to as "marketing allowances"). Services for which such payments are
made may include, but are not limited to, the preferred placement of AXA
Equitable products on a company and/or product list; sales personnel training;
product training; business reporting; technological support; due diligence and
related costs; advertising, marketing and related services; conference; and/or
other support services, including some that may benefit the contract owner.
Payments may be based on ongoing sales, on the aggregate account value
attributable to contracts sold through a Selling broker-dealer or such payments
may be a fixed amount. For certain selling broker-dealers, AXA Distributors
increases the marketing allowance as certain sales thresholds are met. AXA
Distributors may also make fixed payments to Selling broker-dealers, for
example in connection with the initiation of a new relationship or the
introduction of a new product.

Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of AXA Equitable products, AXA Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as "compensation enhancements"). AXA
Distributors also has entered into agreements with certain selling
broker-dealers in which the selling broker-dealer agrees to sell certain AXA
Equitable contracts exclusively.

MORE INFORMATION

James T. Borello & Co.
Janney Montgomery Scott, LLC
Key Investment Services, LLC
LPL Financial Corporation
Lucia Securities
Meridian Financial Group
Merrill Lynch Life Agency Inc.
Morgan Keegan & Co., Inc.
Morgan Stanley Smith Barney
Multi-Financial Securities Corporation
National Planning Holdings, Inc.
Next Financial Group, Inc.
NFP Securities, Inc.
PNC Investments
Prime Capital Services
PrimeVest Financial Services, Inc.
Raymond James Financial Services
RBC Capital Markets Corporation
Robert W Baird & Company
Securities America, Inc.
Stifel, Nicolaus & Company, Inc.
Summit Brokerage Services, Inc
SunTrust Investments
The Advisor Group
Transamerica Financial Advisors, Inc.
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
Wells Fargo Network

MORE INFORMATION

9. Incorporation of certain documents by reference

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AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2012 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the fixed maturity 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Appendix I: Condensed financial information

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The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 49 with the same daily asset charges of
1.30%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

I-1

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/CAPITAL GUARDIAN RESEARCH
-----------------------------------------------------------------------------------------------
Unit value $ 14.30 $ 12.34 $ 12.02 $ 10.52 $ 8.11 $ 13.61 $13.57
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,211 3,141 3,105 3,080 2,728 2,267 276
-----------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
-----------------------------------------------------------------------------------------------
Unit value $ 12.68 $ 11.11 $ 11.20 $ 9.79 $ 7.73 $ 13.94 $13.65
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,761 6,092 6,298 6,300 3,919 2,328 869
-----------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
-----------------------------------------------------------------------------------------------
Unit value $ 11.05 $ 10.85 $ 10.49 $ 10.05 $ 9.91 $ 11.03 $10.84
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 11,514 10,017 10,201 9,215 3,840 3,598 1,106
-----------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
-----------------------------------------------------------------------------------------------
Unit value $ 10.01 $ 9.06 $ 9.63 $ 8.73 $ 6.67 $ 11.11 $10.85
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 7,086 7,529 8,228 8,363 7,157 3,823 406
-----------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
-----------------------------------------------------------------------------------------------
Unit value $ 13.98 $ 12.29 $ 12.27 $ 10.87 $ 8.75 $ 14.14 $13.65
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,443 9,406 9,058 8,430 4,505 2,496 553
-----------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
-----------------------------------------------------------------------------------------------
Unit value $ 13.51 $ 11.98 $ 12.94 $ 11.38 $ 9.02 $ 15.30 $13.60
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 8,557 9,338 10,227 11,370 10,424 5,402 1,416
-----------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE BALANCED
-----------------------------------------------------------------------------------------------
Unit value $ 10.85 $ 9.89 $ 10.01 $ 9.11 $ 7.07 $ 10.51 $10.43
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,124 8,799 9,074 9,627 8,899 7,144 828
-----------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
-----------------------------------------------------------------------------------------------
Unit value $ 8.75 $ 7.73 $ 8.19 $ 7.52 $ 5.93 $ 9.52 --
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 44,245 47,962 51,107 53,600 48,476 21,512 --
-----------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
-----------------------------------------------------------------------------------------------
Unit value $ 12.84 $ 12.36 $ 12.36 $ 11.42 $ 9.92 $ 11.67 $11.43
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,496 2,756 2,379 2,024 1,668 1,148 231
-----------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
-----------------------------------------------------------------------------------------------
Unit value $ 64.35 $ 55.32 $ 58.08 $ 44.36 $ 31.77 $ 46.43 $43.04
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,397 2,477 2,518 2,346 1,862 981 156
-----------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
-----------------------------------------------------------------------------------------------
Unit value $ 12.57 $ 12.28 $ 11.92 $ 11.36 $ 11.29 $ 10.74 $ 9.95
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,539 5,806 5,692 5,026 4,266 1,405 316
-----------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
-----------------------------------------------------------------------------------------------
Unit value $ 23.82 $ 20.63 $ 23.84 $ 21.67 $ 14.63 $ 34.76 $24.80
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,796 6,176 6,593 6,856 5,722 2,799 625
-----------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
-----------------------------------------------------------------------------------------------
Unit value $ 11.38 $ 11.42 $ 10.99 $ 10.68 $ 11.07 $ 10.83 $10.27
-----------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,806 5,722 4,344 4,131 2,411 353 63
-----------------------------------------------------------------------------------------------

I-2

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/INTERNATIONAL CORE PLUS
------------------------------------------------------------------------------------------
Unit value $ 14.28 $12.44 $15.18 $14.08 $10.54 $19.36 $17.03
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,469 5,782 5,762 5,399 3,339 1,892 625
------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------
Unit value $ 12.54 $10.93 $12.61 $12.14 $ 9.68 $19.90 $18.04
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,533 6,997 7,476 7,762 7,019 4,042 800
------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE PLUS
------------------------------------------------------------------------------------------
Unit value $ 14.25 $12.29 $14.85 $14.19 $11.04 $19.62 $18.04
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,356 4,719 4,897 4,627 3,778 2,421 590
------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------
Unit value $ 13.12 $11.45 $12.24 $11.05 $ 8.46 $14.23 $14.59
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,604 1,715 1,627 1,315 893 648 104
------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
------------------------------------------------------------------------------------------
Unit value $ 13.09 $11.53 $12.20 $10.82 $ 8.67 $14.03 $13.69
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 688 704 636 588 365 162 37
------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------
Unit value $ 15.33 $13.54 $13.40 $11.71 $ 8.71 $13.84 $12.31
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,095 2,019 1,820 1,648 1,472 881 180
------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
------------------------------------------------------------------------------------------
Unit value $ 14.51 $12.93 $13.60 $12.04 $ 9.04 $14.83 $13.00
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,339 4,629 1,994 1,863 1,333 747 58
------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------
Unit value $ 6.71 $ 5.83 $ 5.92 $ 5.24 $ 4.45 $10.42 $11.22
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,475 7,147 3,116 2,573 1,673 1,065 314
------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
------------------------------------------------------------------------------------------
Unit value $ 11.37 $ 9.94 $10.61 $ 9.54 $ 8.03 $14.35 $15.23
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,186 4,541 4,942 5,376 5,760 5,014 1,142
------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
------------------------------------------------------------------------------------------
Unit value $ 12.62 $11.08 $12.27 $10.91 $ 8.81 $12.92 $11.83
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,932 3,229 2,940 2,462 1,142 524 92
------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------
Unit value $ 6.85 $ 5.80 $ 6.58 $ 5.80 $ 4.28 $ 7.26 $ 6.33
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 10,153 9,722 8,917 7,396 5,559 3,231 363
------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------
Unit value $ 14.87 $12.87 $13.36 $10.76 $ 8.00 $15.98 $14.99
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,124 5,047 5,233 5,325 3,947 2,442 587
------------------------------------------------------------------------------------------
EQ/MID CAP VALUE PLUS
------------------------------------------------------------------------------------------
Unit value $ 15.36 $13.12 $14.68 $12.15 $ 9.06 $15.19 $15.64
------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,944 7,540 8,296 9,184 1,612 1,507 506
------------------------------------------------------------------------------------------

I-3

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/MONEY MARKET
---------------------------------------------------------------------------------------------
Unit value $ 10.12 $ 10.26 $ 10.39 $ 10.53 $10.67 $10.58 $10.24
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,061 5,652 5,496 8,093 6,707 1,895 702
---------------------------------------------------------------------------------------------
EQ/MONTAG & CALDWELL GROWTH
---------------------------------------------------------------------------------------------
Unit value $ 2.41 $ 2.17 $ 2.13 $ 2.00 $ 1.56 $ 2.36 $ 1.98
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,495 9,729 9,473 9,924 9,857 2,099 449
---------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
---------------------------------------------------------------------------------------------
Unit value $ 16.59 $ 15.46 $ 16.97 $ 13.00 $ 8.38 $16.12 $13.35
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,514 5,727 5,277 4,560 3,390 1,545 298
---------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
---------------------------------------------------------------------------------------------
Unit value $ 9.52 $ 8.45 $ 8.96 $ 8.11 $ 6.57 $10.75 $10.71
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,269 4,724 5,245 5,808 5,798 5,018 666
---------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
---------------------------------------------------------------------------------------------
Unit value $ 11.28 $ 9.50 $ 10.53 $ 9.26 $ 6.77 $11.58 $11.10
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,026 5,123 4,348 3,449 2,631 1,541 158
---------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
---------------------------------------------------------------------------------------------
Unit value $ 9.37 $ 9.36 $ 9.50 $ 9.54 $ 8.95 $ 9.45 $ 8.59
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 15,752 16,930 17,862 18,851 9,821 3,197 841
---------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
---------------------------------------------------------------------------------------------
Unit value $ 11.34 $ 11.20 $ 11.21 $ 10.69 $10.21 $11.07 $10.73
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,910 6,495 5,967 4,912 1,880 1,453 364
---------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
---------------------------------------------------------------------------------------------
Unit value $ 15.63 $ 13.70 $ 14.46 $ 11.64 $ 9.35 $14.39 $14.85
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,556 4,801 5,026 4,873 2,215 1,354 370
---------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
---------------------------------------------------------------------------------------------
Unit value $ 7.07 $ 6.02 $ 6.22 $ 5.42 $ 3.85 $ 6.75 $ 6.37
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 11,236 10,315 9,277 7,194 2,900 1,437 154
---------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
---------------------------------------------------------------------------------------------
Unit value $ 9.23 $ 7.84 $ 8.66 $ 8.13 $ 6.33 $10.84 $10.76
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,757 4,890 5,019 5,026 4,870 4,461 526
---------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
---------------------------------------------------------------------------------------------
Unit value $ 2.27 $ 2.04 $ 2.13 $ 1.90 $ 1.46 $ 2.46 $ 2.47
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,858 5,726 5,355 4,312 2,891 2,349 473
---------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
---------------------------------------------------------------------------------------------
Unit value $ 11.64 $ 9.96 $ 10.30 $ 9.06 $ 7.15 $11.48 $11.93
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,044 2,990 2,995 2,994 2,784 2,074 664
---------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
---------------------------------------------------------------------------------------------
Unit value $ 16.80 $ 14.13 $ 15.21 $ 13.14 $ 9.49 $13.28 $12.09
---------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,970 5,492 3,985 2,913 807 550 81
---------------------------------------------------------------------------------------------

I-4

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER AGGRESSIVE EQUITY
--------------------------------------------------------------------------------------------
Unit value $ 12.30 $ 10.91 $ 11.79 $10.16 $ 7.50 $14.25 $12.96
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,523 3,713 4,150 2,900 529 238 94
--------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
--------------------------------------------------------------------------------------------
Unit value $ 13.90 $ 13.35 $ 12.78 $12.20 $11.41 $11.28 $10.76
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 16,972 13,376 11,264 8,726 2,680 1,109 333
--------------------------------------------------------------------------------------------
MULTIMANAGER INTERNATIONAL EQUITY
--------------------------------------------------------------------------------------------
Unit value $ 13.56 $ 11.67 $ 14.41 $13.65 $10.65 $20.44 $18.42
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,570 3,762 3,852 3,873 2,606 1,524 386
--------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
--------------------------------------------------------------------------------------------
Unit value $ 12.45 $ 11.01 $ 12.04 $10.94 $ 8.36 $14.02 $13.53
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 941 992 928 759 507 349 62
--------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
--------------------------------------------------------------------------------------------
Unit value $ 14.16 $ 12.41 $ 13.31 $11.92 $ 9.83 $15.92 $15.57
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,656 2,985 3,101 3,180 2,483 1,212 264
--------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
--------------------------------------------------------------------------------------------
Unit value $ 15.01 $ 13.17 $ 14.49 $11.57 $ 8.27 $14.84 $13.44
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,105 2,147 2,136 1,900 1,229 725 212
--------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
--------------------------------------------------------------------------------------------
Unit value $ 15.94 $ 14.07 $ 16.45 $13.34 $ 9.36 $14.81 $15.00
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,825 2,972 2,689 2,341 1,300 778 224
--------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
--------------------------------------------------------------------------------------------
Unit value $ 11.74 $ 11.29 $ 10.89 $10.34 $ 9.56 $12.66 $12.44
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,228 3,669 3,634 3,205 2,102 1,768 448
--------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
--------------------------------------------------------------------------------------------
Unit value $ 4.55 $ 4.14 $ 4.98 $ 3.95 $ 2.98 $ 5.21 $ 5.09
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,860 7,121 7,726 7,492 4,840 3,439 574
--------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP VALUE
--------------------------------------------------------------------------------------------
Unit value $ 12.93 $ 11.22 $ 12.49 $10.17 $ 8.15 $13.29 $14.93
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,469 1,461 1,478 1,415 910 704 327
--------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
--------------------------------------------------------------------------------------------
Unit value $ 14.47 $ 12.92 $ 13.76 $11.84 $ 7.57 $14.50 $12.42
--------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,481 3,374 3,303 3,012 1,902 986 112
--------------------------------------------------------------------------------------------

I-5

APPENDIX I: CONDENSED FINANCIAL INFORMATION

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 49 with the same daily asset charges of 1.70%

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

---------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
---------------------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 12.77 $ 11.38 $ 12.51 $ 11.26 $ 9.00 $ 15.05 $ 14.43 $12.45 $11.72 $10.66
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,804 6,354 7,808 8,367 8,484 6,377 3,109 1,519 656 32
---------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 12.06 $ 11.73 $ 11.71 $ 11.11 $ 10.29 $ 11.76 $ 11.31 $10.82 $10.74 $10.30
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,559 7,073 6,707 7,276 5,824 2,454 1,800 1,000 281 1
---------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 12.20 $ 11.56 $ 11.85 $ 11.05 $ 9.82 $ 12.40 $ 11.96 $11.19 $11.02 $10.41
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,368 4,888 4,498 4,925 4,505 2,753 3,022 2,176 414 84
---------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 45.70 $ 42.73 $ 44.54 $ 41.22 $ 35.84 $ 48.27 $ 46.21 $42.61 $41.36 $38.70
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,732 3,918 4,434 4,527 4,019 3,098 2,325 1,725 893 383
---------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 13.05 $ 11.90 $ 12.74 $ 11.62 $ 9.69 $ 14.45 $ 13.82 $12.28 $11.71 $10.66
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 20,839 22,803 24,916 27,631 27,177 23,506 14,705 6,917 2,788 46
---------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------------------
Unit value $ 21.24 $ 18.69 $ 19.14 $ 14.61 $ 10.96 $ 20.14 $ 17.56 $16.39 $14.95 $13.34
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 427 418 455 346 421 443 462 372 312 478
---------------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE CORE
---------------------------------------------------------------------------------------------------------------------
Unit value $ 9.99 $ 8.70 $ 9.79 $ 8.01 $ 6.36 $ 9.71 $ 10.81 -- -- --
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 281 379 382 380 377 421 38 -- -- --
---------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
---------------------------------------------------------------------------------------------------------------------
Unit value $ 21.80 $ 19.51 $ 20.49 $ 18.56 $ 14.49 $ 23.24 $ 23.37 $19.66 $19.43 $17.87
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 833 960 954 880 834 842 856 849 802 502
---------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
---------------------------------------------------------------------------------------------------------------------
Unit value $ 6.31 $ 5.46 $ 5.57 $ 4.90 $ 4.47 $ 6.71 $ 6.59 $ 5.78 $ 5.54 --
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,840 634 806 611 730 571 504 326 15 --
---------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY RESPONSIBLE
---------------------------------------------------------------------------------------------------------------------
Unit value $ 8.41 $ 7.33 $ 7.44 $ 6.72 $ 5.23 $ 9.71 $ 8.81 $ 8.51 $ 7.96 $ 7.82
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 127 122 129 265 286 373 353 314 204 249
---------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
---------------------------------------------------------------------------------------------------------------------
Unit value $ 13.09 $ 11.34 $ 11.09 $ 9.74 $ 7.54 $ 12.71 $ 12.72 $11.55 $11.08 $10.16
---------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,683 1,901 2,012 2,196 2,528 3,063 1,393 1,585 1,200 776
---------------------------------------------------------------------------------------------------------------------

I-6

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------

EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
Unit value $217.02 $191.00 $193.27 $169.68 $134.51 $243.48 $239.38 $219.99 $214.55 $191.26
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 41 45 55 60 63 65 73 73 64 29
------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
Unit value $ 13.81 $ 13.62 $ 13.22 $ 12.71 $ 12.59 $ 14.07 $ 13.88 $ 13.57 $ 13.50 $ 13.20
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,402 1,354 1,424 1,504 1,216 1,473 1,477 1,527 1,343 1,175
------------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
------------------------------------------------------------------------------------------------------------------------
Unit value $ 9.75 $ 8.87 $ 9.46 $ 8.61 $ 6.60 $ 11.05 $ 10.84 -- -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,436 1,593 1,664 1,601 1,517 1,189 216 -- -- --
------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
Unit value $ 28.62 $ 25.27 $ 25.32 $ 22.52 $ 18.20 $ 29.54 $ 28.64 $ 25.31 $ 24.66 $ 22.76
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,509 1,194 1,278 1,432 1,308 1,547 1,418 1,604 1,386 1,074
------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 15.64 $ 13.93 $ 15.10 $ 13.33 $ 10.61 $ 18.08 $ 16.13 $ 15.01 $ 13.79 $ 12.69
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,703 1,904 2,210 2,904 3,228 3,346 2,714 2,354 1,938 1,510
------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE BALANCED
------------------------------------------------------------------------------------------------------------------------
Unit value $ 10.58 $ 9.68 $ 9.83 $ 8.99 $ 7.01 $ 10.45 $ 10.42 -- -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,157 1,654 1,643 1,908 1,649 1,574 368 -- -- --
------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
------------------------------------------------------------------------------------------------------------------------
Unit value $ 8.55 $ 7.58 $ 8.07 $ 7.44 $ 5.89 $ 9.49 -- -- -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,946 4,136 4,481 4,971 5,195 2,805 -- -- -- --
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 12.67 $ 12.25 $ 12.30 $ 11.41 $ 9.95 $ 11.75 $ 11.56 $ 10.48 -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 442 561 286 248 305 337 193 77 -- --
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
Unit value $ 37.58 $ 32.44 $ 34.20 $ 26.23 $ 18.86 $ 27.67 $ 25.76 $ 22.05 $ 21.50 --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 609 624 678 666 610 618 233 79 9 --
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 12.21 $ 11.97 $ 11.67 $ 11.16 $ 11.14 $ 10.64 $ 9.90 $ 9.74 -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,193 1,389 1,235 1,037 1,063 476 185 8 -- --
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
------------------------------------------------------------------------------------------------------------------------
Unit value $ 17.09 $ 14.86 $ 17.25 $ 15.74 $ 10.67 $ 25.45 $ 18.23 $ 13.53 $ 10.37 $ 8.53
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,036 1,149 1,440 1,600 1,528 1,726 1,239 755 609 457
------------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
Unit value $ 19.38 $ 19.52 $ 18.86 $ 18.41 $ 19.16 $ 18.82 $ 17.92 $ 17.67 $ 17.76 $ 17.72
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 470 458 948 875 948 404 376 481 416 458
------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL CORE PLUS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 11.57 $ 10.12 $ 12.39 $ 11.54 $ 8.68 $ 16.01 $ 14.13 $ 12.06 $ 10.47 $ 9.38
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,808 2,069 2,230 2,278 2,341 2,289 3,208 2,337 1,926 1,026
------------------------------------------------------------------------------------------------------------------------

I-7

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

--------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
--------------------------------------------------------------------------------------------------------------

EQ/INTERNATIONAL EQUITY INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $11.98 $10.48 $12.15 $11.74 $ 9.40 $19.41 $17.67 $14.55 $12.84 $11.05
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,245 1,332 1,511 1,714 1,924 2,236 1,508 1,037 649 530
--------------------------------------------------------------------------------------------------------------
EQ/ INTERNATIONAL VALUE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $17.06 $14.77 $17.93 $17.19 $13.43 $23.97 $22.13 $17.91 $16.44 $13.75
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 751 843 914 984 1,000 1,136 1,052 782 522 441
--------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
--------------------------------------------------------------------------------------------------------------
Unit value $13.62 $11.94 $12.82 $11.61 $ 8.93 $15.08 $15.53 $13.12 $12.84 $11.78
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 230 247 256 275 280 288 351 347 370 307
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.60 $ 8.49 $ 9.02 $ 8.03 $ 6.46 $10.50 $10.28 $ 9.26 $ 8.79 $ 8.03
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 277 284 330 367 389 458 510 603 610 598
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $ 8.27 $ 7.33 $ 7.29 $ 6.39 $ 4.78 $ 7.62 $ 6.80 $ 6.96 $ 6.16 $ 5.78
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 955 864 906 1,047 1,004 1,050 1,042 1,055 981 856
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $15.89 $14.21 $15.00 $13.34 $10.06 $16.57 $14.58 $13.76 $12.84 $11.60
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 924 1,071 204 249 298 492 192 184 149 93
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $ 6.51 $ 5.68 $ 5.80 $ 5.15 $ 4.39 $10.32 $11.17 $10.63 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,321 1,412 832 868 847 809 532 144 -- --
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $12.66 $11.12 $11.91 $10.76 $ 9.09 $16.31 $17.38 $14.57 $14.06 $12.60
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,671 1,875 2,059 2,313 2,668 3,123 2,507 2,363 2,169 1,481
--------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
--------------------------------------------------------------------------------------------------------------
Unit value $12.15 $10.71 $11.91 $10.63 $ 8.62 $12.70 $11.67 $10.54 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 414 517 473 455 425 442 196 84 -- --
--------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $14.96 $12.71 $14.48 $12.82 $ 9.50 $16.18 $14.17 $11.47 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,165 1,217 1,214 777 796 665 269 56 -- --
--------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $12.17 $10.57 $11.02 $ 8.92 $ 6.66 $13.35 $12.57 $11.47 $10.97 $ 9.62
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,423 1,481 1,672 1,781 1,863 2,166 1,890 1,556 1391 883
--------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $16.26 $13.95 $15.67 $13.01 $ 9.74 $16.40 $16.96 $15.34 $14.02 $12.10
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,445 1,617 1,830 2,158 902 1,069 1,156 1,107 1,007 636
--------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
--------------------------------------------------------------------------------------------------------------
Unit value $25.91 $26.36 $26.82 $27.28 $27.75 $27.65 $26.86 $26.15 $25.92 $26.17
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 514 623 729 1,227 1,943 1,051 1,102 845 349 434
--------------------------------------------------------------------------------------------------------------

I-8

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/MONTAG & CALDWELL GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $ 5.67 $ 5.13 $ 5.07 $ 4.77 $ 3.74 $ 5.66 $ 4.77 $ 4.49 $ 4.34 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 617 816 964 1,099 1,560 657 83 72 22 --
--------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $16.09 $15.05 $16.59 $12.75 $ 8.26 $15.95 $13.26 $12.34 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 870 927 889 885 695 782 297 179 -- --
--------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.28 $ 8.27 $ 8.80 $ 8.00 $ 6.50 $10.69 $10.70 -- -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 898 1,002 1,238 1,402 1,644 1,727 258 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
--------------------------------------------------------------------------------------------------------------
Unit value $11.00 $ 9.30 $10.35 $ 9.14 $ 6.71 $11.51 $11.08 -- -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,214 1,216 1,073 860 786 674 83 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
--------------------------------------------------------------------------------------------------------------
Unit value $10.41 $10.44 $10.64 $10.73 $10.11 $10.72 $ 9.78 $ 9.91 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,316 5,586 3,294 3,673 2,525 1,235 730 286 -- --
--------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $16.13 $15.98 $16.06 $15.38 $14.75 $16.06 $15.63 $15.31 $15.27 $14.97
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 765 816 941 1,133 502 626 590 573 555 512
--------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $17.05 $15.01 $15.91 $12.86 $10.37 $16.02 $16.60 $14.35 $14.00 $12.10
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 733 734 850 1,024 720 713 744 596 575 449
--------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
--------------------------------------------------------------------------------------------------------------
Unit value $16.74 $14.32 $14.85 $12.98 $ 9.26 $16.30 $15.46 $16.39 $16.03 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 676 571 606 610 421 401 47 41 6 --
--------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.00 $ 7.67 $ 8.51 $ 8.02 $ 6.27 $10.78 $10.75 -- -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 634 657 694 735 848 853 178 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
--------------------------------------------------------------------------------------------------------------
Unit value $ 5.46 $ 4.92 $ 5.15 $ 4.63 $ 3.56 $ 6.04 $ 6.07 $ 5.41 $ 5.05 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 212 186 161 166 153 89 104 69 -- --
--------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
--------------------------------------------------------------------------------------------------------------
Unit value $11.29 $ 9.70 $10.07 $ 8.89 $ 7.04 $11.36 $11.85 $10.40 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 452 581 587 490 545 539 602 296 -- --
--------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $11.76 $ 9.94 $10.74 $ 9.31 $ 6.75 $ 9.49 $ 8.67 $ 8.33 $ 8.15 $ 7.75
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,807 1,264 957 537 353 249 215 280 377 218
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $51.27 $45.67 $49.57 $42.88 $31.77 $60.62 $55.37 $53.59 $50.38 $45.72
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 179 206 250 144 53 56 47 25 28 10
--------------------------------------------------------------------------------------------------------------

I-9

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER CORE BOND
--------------------------------------------------------------------------------------------------------------
Unit value $14.25 $13.74 $13.21 $12.66 $11.89 $11.80 $11.30 $11.08 $11.07 $10.84
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,885 2,442 3,414 3,238 3,511 1,494 2,030 1,611 1,424 1,202
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER INTERNATIONAL EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $11.95 $10.33 $12.81 $12.18 $ 9.54 $18.39 $16.64 $13.51 $11.90 $10.27
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 636 719 842 967 951 1,047 1,030 783 806 360
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $10.88 $ 9.67 $10.61 $ 9.68 $ 7.43 $12.50 $12.11 $10.85 $10.34 $ 9.59
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 327 380 416 452 447 473 453 353 272 238
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
--------------------------------------------------------------------------------------------------------------
Unit value $12.52 $11.02 $11.87 $10.67 $ 8.83 $14.37 $14.10 $12.02 $11.42 $10.15
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 677 773 753 860 921 1,210 1,363 1,238 1,242 726
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $11.70 $10.31 $11.39 $ 9.13 $ 6.55 $11.81 $10.74 $ 9.96 $ 9.35 $ 8.52
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,046 736 783 810 813 934 1,035 1,075 1,055 731
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
--------------------------------------------------------------------------------------------------------------
Unit value $14.19 $12.57 $14.76 $12.02 $ 8.47 $13.46 $13.68 $12.13 $11.49 $10.15
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 641 726 760 803 727 805 1,010 876 1,011 560
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
--------------------------------------------------------------------------------------------------------------
Unit value $27.87 $26.92 $26.06 $24.86 $23.07 $30.68 $30.26 $28.00 $27.64 $25.87
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 635 628 641 663 523 526 758 755 771 557
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $ 7.46 $ 6.81 $ 8.22 $ 6.55 $ 4.95 $ 8.71 $ 8.54 $ 7.89 $ 7.46 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 579 584 746 786 687 788 475 242 59 --
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP VALUE
--------------------------------------------------------------------------------------------------------------
Unit value $16.10 $14.03 $15.68 $12.81 $10.31 $16.88 $19.05 $16.69 $16.22 $14.09
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 475 494 612 586 666 748 1,201 991 884 641
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
--------------------------------------------------------------------------------------------------------------
Unit value $11.83 $10.61 $11.34 $ 9.80 $ 6.29 $12.10 $10.41 $ 9.87 $ 9.02 $ 8.74
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 572 579 705 766 462 597 350 311 306 98
--------------------------------------------------------------------------------------------------------------

I-10

APPENDIX I: CONDENSED FINANCIAL INFORMATION

Appendix II: Purchase considerations for QP contracts(1)

This information is provided for historical purposes only. The contracts are no
longer available to new purchasers.

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

Trustees who are considering the purchase of an Accumulator(R) Series QP
contract should discuss with their tax and ERISA advisers whether this is an
appropriate investment vehicle for the employer's plan. The QP contract and
this Prospectus should be reviewed in full, and the following factors, among
others, should be noted. Trustees should consider whether the plan provisions
permit the investment of plan assets in the QP contract, the distribution of
such an annuity, the purchase of the Guaranteed minimum income benefit and
other guaranteed benefits, and the payment of death benefits in accordance with
the requirements of the federal income tax rules. Assuming continued plan
qualification and operation, earnings on qualified plan assets will accumulate
value on a tax-deferred basis even if the plan is not funded by the
Accumulator(R) Series QP contract or another annuity contract. Therefore, you
should purchase an Accumulator(R) Series QP contract to fund a plan for the
contract's features and benefits and not for tax deferral after considering the
relative costs and benefits of annuity contracts and other types of
arrangements and funding vehicles.

We will not accept defined benefit plans. This QP contract accepts only
transfer contributions from other investments within an existing qualified plan
trust. We will not accept ongoing payroll contributions or other contributions
from the employer. For 401(k) plans, no employee after-tax contributions are
accepted. A "designated Roth contribution account" is not available in the QP
contract. Checks written on accounts held in the name of the employer instead
of the plan or the trust will not be accepted. Only one additional transfer
contribution may be made per contract year. The maximum contribution age is 75
(70, under Accumulator(R) Plus/SM/ contracts), or if later, the first contract
anniversary.

Given that required minimum distributions must generally commence from the plan
for participants after age 70 1/2, trustees should consider:

.. whether required minimum distributions under QP contracts would cause
withdrawals in excess of 6% of the Guaranteed minimum income benefit
Roll-Up benefit base;

.. that if the Guaranteed minimum income benefit is automatically exercised as
a result of the no lapse guarantee, payments will be made to the plan trust
and may not be rollover eligible.

Finally, because the method of purchasing the QP contract, including the large
initial contribution, and the features of the QP contract may appeal more to
plan participants who are older and tend to be highly paid, and because certain
features of the QP contract are available only to plan participants who meet
certain minimum and/or maximum age requirements, plan trustees should discuss
with their advisors whether the purchase of the QP contract would cause the
plan to engage in prohibited discrimination in contributions, benefits or
otherwise.

-------------
(1)QP contracts are available for Accumulator(R), Accumulator(R) Plus/SM/ and
Accumulator(R) Elite/SM/ contracts owners only.

II-1

APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CONTRACTS

Appendix III: Market value adjustment example

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

The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated
on February 15, 2013 to a fixed maturity option with a maturity date of
February 15, 2021 (eight years later) at a hypothetical rate to maturity of
7.00% ("h" in the calculation below), resulting in a maturity value of $171,882
on the maturity date. We further assume that a withdrawal of $50,000, including
any applicable withdrawal charge, is made four years later on February 15,
2017(a) . Please note that withdrawal charges do not apply to Accumulator(R)
Select/SM/ contracts.

-------------------------------------------------------------------------------------------------------------------------
HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
("J" IN THE CALCULATION BELOW)
FEBRUARY 15, 2017

--------------------------------------------
5.00% 9.00%

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

AS OF FEBRUARY 15, 2017 BEFORE WITHDRAWAL
(1) Market adjusted amount/(b)/ $141,389 $121,737
-------------------------------------------------------------------------------------------------------------------------
(2) Fixed maturity amount/(c)/ $131,104 $131,104
-------------------------------------------------------------------------------------------------------------------------
(3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367)
-------------------------------------------------------------------------------------------------------------------------
ON FEBRUARY 15, 2017 AFTER $50,000 WITHDRAWAL
(4) Portion of market value adjustment associated with the withdrawal:
(3) x [$50,000/(1)] $ 3,637 $ (3,847)
-------------------------------------------------------------------------------------------------------------------------
(5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847
-------------------------------------------------------------------------------------------------------------------------
(6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737
-------------------------------------------------------------------------------------------------------------------------
(7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257
-------------------------------------------------------------------------------------------------------------------------
(8) Maturity value/(d)/ $111,099 $101,287
-------------------------------------------------------------------------------------------------------------------------

Notes:

(a)Number of days from the withdrawal date to the maturity date = D = 1,461

(b)Market adjusted amount is based on the following calculation:

Maturity value = $171,882 where j is either 5% or 9%
---------------------- -----------------------------
(1+j)/(D/365)/ (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value = $171,882
---------------------- -----------------------------
(1+h)/(D/365)/ (1+0.07)/(1,461/365)/

(d)Maturity value is based on the following calculation:

Fixed maturity amount x (1+h)/(D/365)/ = ($84,741 or $77,257) x (1+0.07)/(1,461/365)/

III-1

APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE

Appendix IV: Enhanced death benefit example

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

The death benefit under the contracts is equal to the account value or, if
greater, the enhanced death benefit, if elected.

The following illustrates the enhanced death benefit calculation for
Accumulator(R), Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/
contracts. The enhanced death benefit calculation for Accumulator(R) Plus/SM/
contracts is illustrated on the next page. Assuming $100,000 is allocated to
the variable investment options (with no allocation to the EQ/Intermediate
Government Bond, EQ/Money Market, EQ/PIMCO Ultra Short Bond, the guaranteed
interest option or the fixed maturity options), no additional contributions, no
transfers, no withdrawals and no loans under a Rollover TSA contract, the
enhanced death benefit for an owner age 45 would be calculated as follows:

--------------------------------------------------------------------------------------------------------
6% ROLL-UP TO AGE ANNUAL RATCHET TO GWBL ENHANCED DEATH
END OF CONTRACT YEAR ACCOUNT VALUE 85 BENEFIT BASE AGE 85 BENEFIT BASE BENEFIT BASE
--------------------------------------------------------------------------------------------------------

1 $105,000 $106,000/(4)/ $105,000/(1)/ $105,000/(5)/
--------------------------------------------------------------------------------------------------------
2 $115,500 $112,360/(3)/ $115,500/(1)/ $115,500/(5)/
--------------------------------------------------------------------------------------------------------
3 $129,360 $119,102/(3)/ $129,360/(1)/ $129,360/(5)/
--------------------------------------------------------------------------------------------------------
4 $103,488 $126,248/(3)/ $129,360/(2)/ $135,828/(6)/
--------------------------------------------------------------------------------------------------------
5 $113,837 $133,823/(4)/ $129,360/(2)/ $142,296/(6)/
--------------------------------------------------------------------------------------------------------
6 $127,497 $141,852/(4)/ $129,360/(2)/ $148,764/(6)/
--------------------------------------------------------------------------------------------------------
7 $127,497 $150,363/(4)/ $129,360/(2)/ $155,232/(6)/
--------------------------------------------------------------------------------------------------------

ANNUAL RATCHET TO AGE 85

(1)At the end of contract years 1 through 3, the Annual Ratchet to age 85
enhanced death benefit is equal to the current account value.

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown would be the
greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual
Ratchet to age 85.

(3)At the end of contract years 2 through 4, the enhanced death benefit will be
based on the Annual Ratchet to age 85.

(4)At the end of contract years 1 and 5 through 7, the enhanced death benefit
will be based on the 6% Roll-Up to age 85.

GWBL ENHANCED DEATH BENEFIT

(5)At the end of contract years 1 through 3, the GWBL Enhanced death benefit is
equal to the current account value.

(6)At the end of contract years 4 through 7, the GWBL Enhanced death benefit is
greater than the current account value.

IV-1

APPENDIX IV: ENHANCED DEATH BENEFIT EXAMPLE

The following illustrates the enhanced death benefit calculation for
Accumulator(R) Plus/SM/ contracts. Assuming $100,000 is allocated to the
variable investment options (with no allocation to the EQ/Intermediate
Government Bond, EQ/Money Market, EQ/PIMCO Ultra Short Bond, the guaranteed
interest option or the fixed maturity options) , no additional contributions,
no transfers, no withdrawals and no loans under a Rollover TSA contract, the
enhanced death benefit for an owner age 45 would be calculated as follows:

--------------------------------------------------------------------------------------------------------
6% ROLL-UP TO ANNUAL RATCHET TO GWBL ENHANCED DEATH
END OF CONTRACT YEAR ACCOUNT VALUE AGE 85 BENEFIT BASE AGE 85 BENEFIT BASE BENEFIT BASE
--------------------------------------------------------------------------------------------------------

1 $109,200 $106,000/(3)/ $109,200/(1)/ $109,200/(5)/
--------------------------------------------------------------------------------------------------------
2 $120,120 $112,360/(3)/ $120,120/(1)/ $120,120/(5)/
--------------------------------------------------------------------------------------------------------
3 $134,534 $119,102/(3)/ $134,534/(1)/ $134,534/(5)/
--------------------------------------------------------------------------------------------------------
4 $107,628 $126,248/(3)/ $134,534/(3)/ $141,261/(6)/
--------------------------------------------------------------------------------------------------------
5 $118,390 $133,823/(3)/ $134,534/(2)/ $147,988/(6)/
--------------------------------------------------------------------------------------------------------
6 $132,597 $141,852/(4)/ $134,534/(2)/ $154,715/(6)/
--------------------------------------------------------------------------------------------------------
7 $132,597 $150,363/(4)/ $134,534/(2)/ $161,441/(6)/
--------------------------------------------------------------------------------------------------------

ANNUAL RATCHET TO AGE 85

(1)At the end of contract years 1 through 3, the Annual Ratchet to age 85
enhanced death benefit is equal to the current account value.

(2)At the end of contract years 4 through 7, the death benefit is equal to the
Annual Ratchet to age 85 enhanced death benefit at the end of the prior year
since it is equal to or higher than the current account value.

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown would be the
greater of the amounts shown under the 6% Roll-Up to age 85 or the Annual
Ratchet to age 85.

(3)At the end of contract years 1 through 5, the enhanced death benefit will be
based on the Annual Ratchet to age 85.

(4)At the end of contract years 6 and 7, the enhanced death benefit will be
based on the 6% Roll-Up to age 85.

GWBL ENHANCED DEATH BENEFIT

(5)At the end of contract years 1 through 3, the GWBL Enhanced death benefit is
equal to the current account value.

(6)At the end of contract years 4 through 7, the GWBL Enhanced death benefit is
greater than the current account value.

IV-2

APPENDIX IV: ENHANCED DEATH BENEFIT EXAMPLE

Appendix V: Hypothetical illustrations

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

ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM
BENEFITS

The following tables illustrate the changes in account value, cash value and
the values of the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age 85"
enhanced death benefit, the Earnings enhancement benefit and the Guaranteed
minimum income benefit under certain hypothetical circumstances for
Accumulator(R), Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/ and
Accumulator(R) Select/SM/ contracts, respectively. The tables illustrate the
operation of a contract based on a male, issue age 60, who makes a single
$100,000 contribution and takes no withdrawals. The amounts shown are for the
beginning of each contract year and assume that all of the account value is
invested in Portfolios that achieve investment returns at constant gross annual
rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or
other expenses are deducted from the underlying portfolio assets). After the
deduction of the arithmetic average of the investment management fees, 12b-1
fees and other expenses of all of the underlying portfolios (as described
below), the corresponding net annual rates of return would be (2.35)%, 3.65%
for Accumulator(R) contracts; (2.6)% and 3.4% for Accumulator(R) Plus/SM/
contracts; (2.7)% and 3.3% for Accumulator(R) Elite/SM/ contracts; and (2.75)%
and 3.25% for Accumulator(R) Select/SM/ contracts at the 0% and 6% gross annual
rates, respectively. These net annual rates of return reflect the trust and
separate account level charges but they do not reflect the charges we deduct
from your account value annually for the enhanced death benefit, the Earnings
enhancement benefit and the Guaranteed minimum income benefit features, as well
as the annual administrative charge. If the net annual rates of return did
reflect these charges, the net annual rates of return shown would be lower;
however, the values shown in the following tables reflect the following
contract charges: the "Greater of 6% Roll-Up to age 85 or Annual Ratchet to age
85" enhanced death benefit charge, the Earnings enhancement benefit charge, the
Guaranteed minimum income benefit charge and any applicable administrative
charge and withdrawal charge. The values shown under "Lifetime annual
guaranteed minimum income benefit" reflect the lifetime income that would be
guaranteed if the Guaranteed minimum income benefit is selected at that
contract date anniversary. An "N/A" in these columns indicates that the benefit
is not exercisable in that year. A "0" under any of the death benefit and/or
"Lifetime annual guaranteed minimum income benefit" columns indicates that the
contract has terminated due to insufficient account value. However, the
Guaranteed minimum income benefit has been automatically exercised and the
owner is receiving lifetime payments.

With respect to fees and expenses deducted from assets of the underlying
portfolios, the amounts shown in all tables reflect (1) investment management
fees equivalent to an effective annual rate of 0.56%, (2) an assumed average
asset charge for all other expenses of the underlying portfolios equivalent to
an effective annual rate of 0.24% and (3) 12b-1 fees equivalent to an effective
annual rate of 0.25%. These rates are the arithmetic average for all Portfolios
that are available as investment options. In other words, they are based on the
hypothetical assumption that account values are allocated equally among the
variable investment options. The actual rates associated with any contract will
vary depending upon the actual allocation of account value among the investment
options. These rates do not reflect expense limitation arrangements in effect
with respect to certain of the underlying portfolios as described in the
footnotes to the fee table for the underlying portfolios in "Fee table" earlier
in this Prospectus. With these arrangements, the charges shown above would be
lower. This would result in higher values than those shown in the following
tables.

V-1

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R)
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

----------------------------------------------------------------------------------------------------------------------------
GREATER OF 6% ROLL-UP
TO AGE 85 OR LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET TOTAL DEATH BENEFIT GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED WITH THE EARNINGS INCOME BENEFIT: INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT ENHANCEMENT BENEFIT GUARANTEED INCOME HYPOTHETICAL INCOME
----------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
----------------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
61 1 95,930 101,909 88,930 94,909 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
62 2 91,887 103,799 84,887 96,799 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
63 3 87,866 105,662 81,866 99,662 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
64 4 83,859 107,494 77,859 101,494 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
65 5 79,862 109,288 74,862 104,288 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
66 6 75,868 111,037 72,868 108,037 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
67 7 71,872 112,732 70,872 111,732 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
68 8 67,865 114,366 67,865 114,366 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
69 9 63,842 115,929 63,842 115,929 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
70 10 59,795 117,412 59,795 117,412 179,085 179,085 210,719 210,719 9,814 9,814 9,814 9,814
----------------------------------------------------------------------------------------------------------------------------
75 15 38,886 123,220 38,886 123,220 239,656 239,656 295,518 295,518 14,643 14,643 14,643 14,643
----------------------------------------------------------------------------------------------------------------------------
80 20 16,088 125,043 16,088 125,043 320,714 320,714 408,999 408,999 22,001 22,001 22,001 22,001
----------------------------------------------------------------------------------------------------------------------------
85 25 0 120,486 0 120,486 0 429,187 0 517,472 0 35,794 0 35,794
----------------------------------------------------------------------------------------------------------------------------
90 30 0 126,738 0 126,738 0 429,187 0 517,472 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
95 35 0 134,088 0 134,088 0 429,187 0 517,472 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------

V-2

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) PLUS/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

60 0 104,000 104,000 96,000 96,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
61 1 99,563 105,782 91,563 97,782 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
62 2 95,175 107,535 87,175 99,535 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
63 3 90,827 109,253 83,827 102,253 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
64 4 86,515 110,931 79,515 103,931 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
65 5 82,231 112,562 76,231 106,562 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
66 6 77,969 114,138 72,969 109,138 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
67 7 73,721 115,650 69,721 111,650 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
68 8 69,481 117,092 66,481 114,092 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
69 9 65,241 118,453 65,241 118,453 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
70 10 60,994 119,724 60,994 119,724 179,085 179,085 210,719 210,719 9,814 9,814 9,814 9,814
----------------------------------------------------------------------------------------------------------------------------
75 15 39,316 124,318 39,316 124,318 239,656 239,656 295,518 295,518 14,643 14,643 14,643 14,643
----------------------------------------------------------------------------------------------------------------------------
80 20 16,110 124,672 16,110 124,672 320,714 320,714 408,999 408,999 22,001 22,001 22,001 22,001
----------------------------------------------------------------------------------------------------------------------------
85 25 0 118,416 0 118,416 0 429,187 0 517,472 0 35,794 0 35,794
----------------------------------------------------------------------------------------------------------------------------
90 30 0 122,708 0 122,708 0 429,187 0 517,472 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
95 35 0 127,694 0 127,694 0 429,187 0 517,472 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------

V-3

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) ELITE/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

60 0 100,000 100,000 92,000 92,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
61 1 95,581 101,560 87,581 93,560 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
62 2 91,215 103,084 84,215 96,084 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
63 3 86,893 104,565 80,893 98,565 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
64 4 82,610 105,996 77,610 100,996 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
65 5 78,358 107,371 78,358 107,371 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
66 6 74,132 108,682 74,132 108,682 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
67 7 69,923 109,921 69,923 109,921 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
68 8 65,725 111,079 65,725 111,079 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
69 9 61,530 112,147 61,530 112,147 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
70 10 57,331 113,114 57,331 113,114 179,085 179,085 210,719 210,719 9,814 9,814 9,814 9,814
----------------------------------------------------------------------------------------------------------------------------
75 15 35,904 116,035 35,904 116,035 239,656 239,656 295,518 295,518 14,643 14,643 14,643 14,643
----------------------------------------------------------------------------------------------------------------------------
80 20 13,046 114,439 13,046 114,439 320,714 320,714 408,999 408,999 22,001 22,001 22,001 22,001
----------------------------------------------------------------------------------------------------------------------------
85 25 0 105,938 0 105,938 0 429,187 0 517,472 0 35,794 0 35,794
----------------------------------------------------------------------------------------------------------------------------
90 30 0 107,652 0 107,652 0 429,187 0 517,472 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------
95 35 0 109,633 0 109,633 0 429,187 0 517,472 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------------

V-4

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) SELECT/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
EARNINGS ENHANCEMENT BENEFIT
GUARANTEED MINIMUM INCOME BENEFIT

-----------------------------------------------------------------------------------------------------------------------------
GREATER OF 6% ROLL-UP
TO AGE 85 OR LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET TOTAL DEATH BENEFIT GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED WITH THE EARNINGS INCOME BENEFIT: INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT ENHANCEMENT BENEFIT GUARANTEED INCOME HYPOTHETICAL INCOME
-----------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
-----------------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
61 1 95,532 101,511 95,532 101,511 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
62 2 91,119 102,982 91,119 102,982 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
63 3 86,754 104,409 86,754 104,409 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
64 4 82,432 105,783 82,432 105,783 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
65 5 78,145 107,099 78,145 107,099 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
66 6 73,886 108,349 73,886 108,349 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
67 7 69,648 109,524 69,648 109,524 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
68 8 65,424 110,616 65,424 110,616 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
69 9 61,205 111,615 61,205 111,615 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
70 10 56,986 112,511 56,986 112,511 179,085 179,085 210,719 210,719 9,814 9,814 9,814 9,814
-----------------------------------------------------------------------------------------------------------------------------
75 15 35,496 115,038 35,496 115,038 239,656 239,656 295,518 295,518 14,643 14,643 14,643 14,643
-----------------------------------------------------------------------------------------------------------------------------
80 20 12,634 112,983 12,634 112,983 320,714 320,714 408,999 408,999 22,001 22,001 22,001 22,001
-----------------------------------------------------------------------------------------------------------------------------
85 25 0 103,964 0 103,964 0 429,187 0 517,472 0 35,794 0 35,794
-----------------------------------------------------------------------------------------------------------------------------
90 30 0 105,095 0 105,095 0 429,187 0 517,472 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
95 35 0 106,399 0 106,399 0 429,187 0 517,472 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------

V-5

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

Appendix VI: Earnings enhancement benefit example

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

A INITIAL CONTRIBUTION 100,000 100,000 100,000
-----------------------------------------------------------------------------------------
B DEATH BENEFIT: prior to 104,000 104,000 104,000
withdrawal./(1)/
-----------------------------------------------------------------------------------------
C EARNINGS ENHANCEMENT BENEFIT 4,000 4,000 4,000
EARNINGS: death benefit less net
contributions (prior to the
withdrawal in D). B MINUS A.
-----------------------------------------------------------------------------------------
D WITHDRAWAL 0 3,000 6,000
-----------------------------------------------------------------------------------------
E EXCESS OF THE WITHDRAWAL OVER THE 0 0 2,000
EARNINGS
ENHANCEMENT BENEFIT
EARNINGS GREATER OF D MINUS C OR
ZERO
-----------------------------------------------------------------------------------------
F NET CONTRIBUTIONS (adjusted for 100,000 100,000 98,000
the withdrawal in D) A MINUS E
-----------------------------------------------------------------------------------------
G DEATH BENEFIT (adjusted for the 104,000 101,000 98,000
withdrawal in D) B MINUS D
-----------------------------------------------------------------------------------------
H DEATH BENEFIT LESS NET 4,000 1,000 0
CONTRIBUTIONS G MINUS F
-----------------------------------------------------------------------------------------
I EARNINGS ENHANCEMENT BENEFIT FACTOR 40% 40% 40%
-----------------------------------------------------------------------------------------
J EARNINGS ENHANCEMENT BENEFIT H 1,600 400 0
TIMES I
-----------------------------------------------------------------------------------------
K DEATH BENEFIT: including the 105,600 101,400 98,000
Earnings enhancement benefit G
PLUS J
-----------------------------------------------------------------------------------------

(1)The death benefit is the greater of the account value or any applicable
death benefit.

VI-1

APPENDIX VI: EARNINGS ENHANCEMENT BENEFIT EXAMPLE

Appendix VII: State contract availability and/or variations of certain features
and benefits

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

The following information is a summary of the states where the Accumulator(R)
Series contracts or certain features and/or benefits in the contracts are
either not available or vary from the respective 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. See also Appendix VIII later in
this Prospectus for information about the availability of certain features
under your contract.

STATES WHERE CERTAIN ACCUMULATOR(R) SERIES CONTRACTS' FEATURES AND/OR BENEFITS
ARE NOT AVAILABLE OR VARY:

CALIFORNIA See "Contract features and If you reside in the state of
benefits"--"Your right to cancel California and you are age 60
within a certain number of days" and 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. This is also referred to
as the "free look" period.

"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.
-------------------------------------------------------------------------------

VII-1

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

CALIFORNIA If you choose "return of
(CONTINUED) contribution" free look
treatment of your contract, we
will allocate your entire
contribution and any subsequent
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
contract, 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
application.

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 re-allocation, you must
call one of our customer service
representatives at 1 (800)
789-7771 before the 40th day
following the contract date to
cancel.
--------------------------------------------------------------------------------
FLORIDA See "Contract features and The following information
benefits" in "Credits"(For replaces the second bullet of
Accumulator(R) Plus/SM/ the final set of bullets in this
contracts only) section:
. You may annuitize your
contract after thirteen
months, however, if you
elect to receive annuity
payments within five years
of the contract date, we
will recover the credit that
applies to any contribution
made in that five years. If
you start receiving annuity
payments after five years
from the contract date and
within three years of making
any contribution, we will
recover the credit that
applies to any contribution
made within the prior three
years.
--------------------------------------------------------------------------------
ILLINOIS Notice to all Illinois contract Illinois law provides that a
owners spouse in a civil union and a
spouse in a marriage are to be
treated identically. For
purposes of your contract, when
we use the term "married", we
include "parties to a civil
union" and when we use the word
"spouse" we include "parties to
a civil union". While civil
union spouses are afforded the
same rights as married spouses
under Illinois law, tax-related
advantages such as spousal
continuation are derived from
federal tax law. Illinois' Civil
Union Law does not and cannot
alter federal law. The federal
Defense of Marriage Act excludes
civil unions and civil union
partners from the meaning of the
word "marriage" or "spouse" in
all federal laws. Therefore, a
civil union spouse does not
qualify for the same tax
advantages provided to a married
spouse under federal law,
including the tax benefits
afforded to the surviving spouse
of an owner of an annuity
contract or any rights under
specified tax-favored savings or
retirement plans or arrangements.
--------------------------------------------------------------------------------

VII-2

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

---------------------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
---------------------------------------------------------------------------------------------

OREGON See "We require that the The following is added: (20)
(For Accumulator(R), following types of requests for required minimum
Accumulator(R) Plus/SM/ communications be on specific distributions, other than
and Accumulator(R) forms we provide for that pursuant to our automatic RMD
Elite/SM/ contracts only purpose:" in "Who is AXA service.
-- Accumulator(R) Equitable?"
Select/SM/ contracts not
available)

Flexible Premium IRA, Flexible Not Available
Premium Roth IRA and QP contracts

Fixed maturity options Not Available

Automatic investment program Not Available

Special dollar cost averaging . Available only during the
program (For Accumulator(R) and first contract year.
Accumulator(R) Elite/SM/
contracts only) . Subsequent contributions
cannot be used to elect new
programs after the first
contract year. You may make
subsequent contributions to
the initial programs while
they are still running.

See "How you can contribute to Additional contributions are
your contract" in "Contract limited to the first year after
features and benefits" and the contract issue date only.
"Rules regarding contributions
to your contract" in "Appendix X"

See "Guaranteed minimum death The Roll-Up benefit base is
benefit/Guaranteed minimum eligible for reset beginning on
income benefit roll-up benefit the fifth contract date
base reset" in "Contract anniversary and on each fifth or
features and benefits" later contract date anniversary
after a reset.

See "Lifetime required minimum The following replaces the third
distribution withdrawals" under paragraph: We generally will not
"Withdrawing your account value" impose a withdrawal charge on
in "Accessing your money" minimum distribution withdrawals
even if you are not enrolled in
our automatic RMD service except
if, when added to a lump sum
withdrawal previously taken in
the same contract year, the
minimum distribution withdrawals
exceed the 10% free withdrawal
amount. In order to avoid a
withdrawal charge in connection
with minimum distribution
withdrawals outside of our
automatic RMD service, you must
notify us using our request
form. Such minimum distribution
withdrawals must be based solely
on your contract's account value.

See "Selecting an annuity payout FOR ACCUMULATOR(R) CONTRACTS: An
option" under "Your annuity annuity commencement date
payout options" in "Accessing earlier than seven years from
your money" the contract issue date may not
be elected.
FOR ACCUMULATOR(R) ELITE/SM/
CONTRACTS: An annuity
commencement date earlier than
four years from the contract
issue date may not be elected.
FOR ACCUMULATOR(R) PLUS/SM/
CONTRACTS: An annuity
commencement date earlier than
eight years from the contract
issue date may not be elected.

See "Greater of 6% Roll-Up to The charge is equal to 0.60% of
age 85 or Annual Ratchet to age the Greater of 6% Roll-Up to age
85" under "Guaranteed minimum 85 or Annual Ratchet to age 85
death benefit charge" in benefit base.
"Charges and expenses"

See "Disability, terminal Item (i) under this section is
illness, or confinement to deleted in its entirety
nursing home" under "Withdrawal
charge" in "Charges and expenses"
---------------------------------------------------------------------------------------------

VII-3

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

PENNSYLVANIA Contributions Your contract refers to
contributions as premiums.

Special dollar cost averaging In Pennsylvania, we refer to
program this program as "enhanced rate
(For Accumulator(R) and dollar cost averaging."
Accumulator(R) Elite/SM/
contracts only)

See "Disability, terminal Item (iii) under this section is
illness, or confinement to deleted in its entirety.
nursing home" under "Withdrawal
charge" in "Charges and
expenses" (For Accumulator(R),
Accumulator(R) Plus/SM/ and
Accumulator(R) Elite/SM/
contracts only)

Required disclosure for Any person who knowingly and
Pennsylvania customers 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 IRA, Roth IRA, Inherited IRA, QP Not Available
and Rollover TSA contracts

Beneficiary continuation option Not Available
(IRA)

Tax Information -- Special rules Income from NQ contracts we
for NQ contracts 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.
---------------------------------------------------------------------------------
TEXAS See "Charges that AXA Equitable We will deduct the annual
deducts" under "Annual administrative charge on a pro
administrative charge" in rata basis but only from your
"Charges and expenses" value in the variable investment
options. We will not deduct this
charge from your value in the
guaranteed interest option.
---------------------------------------------------------------------------------
WASHINGTON Guaranteed interest option Not Available

Investment simplifier -- Not Available
Fixed-dollar option and Interest
sweep option

Fixed maturity options Not Available

Earnings enhancement benefit Not Available

Special dollar cost averaging . Available only at issue
program
(For Accumulator(R) and . Subsequent contributions
Accumulator(R) Elite/SM/ cannot be used to elect new
contracts only) programs. You may make
subsequent contributions to
the initial programs while
they are still running.

"Greater of 6% Roll-Up to age 85 All references to this feature
or Annual Ratchet to age 85 are deleted in their entirety.
enhanced death benefit" You have the choice of the
following guaranteed minimum
death benefits: the Greater of
4% Roll-Up to age 85 or Annual
Ratchet to age 85; the Annual
Ratchet to age 85; the Standard
death benefit; the GWBL Enhanced
death benefit; or the GWBL
Standard death benefit.
---------------------------------------------------------------------------------

VII-4

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

WASHINGTON See "Guaranteed minimum death The charge for the Greater of 4%
(CONTINUED) benefit charge" in "Fee table" Roll-Up to age 85 or Annual
and in "Charges and expenses" Ratchet to age 85 is 0.60%

See "Guaranteed minimum death . If you elect the 6%
benefit and Guaranteed minimum Guaranteed minimum income
income benefit base" in benefit with the Greater of
"Contract features and benefits" 4% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit, the
variable investment options
(other than those variable
investment options that roll
up at 3%), the account for
special dollar cost
averaging program and the
account for 12 month dollar
cost averaging will roll up
at an annual rate of 6% for
the Guaranteed minimum
income benefit base and 4%
for the 4% Roll-Up to age 85
benefit base.

. If you elect the Greater of
4% Roll-Up to age 85 or
Annual Ratchet to age 85
enhanced death benefit,
without the Guaranteed
minimum income benefit, the
variable investment options
(other than those variable
investment options that roll
up at 3%), the account for
special dollar cost
averaging program and the
account for 12 month dollar
cost averaging will roll up
at an annual rate of 4% for
the 4% Roll-Up to age 85
benefit base.

See "Guaranteed minimum death Your "Greater of 4% Roll-Up to
benefit/Guaranteed minimum age 85 or Annual Ratchet to age
income benefit roll-up benefit 85 enhanced death benefit"
base reset" in "Contract benefit base will reset only if
features and benefits" your account value is greater
than your Guaranteed minimum
income benefit roll-up benefit
base.

See "Guaranteed minimum death You have a choice of the
benefit" in "Contract features Standard death benefit, the
and benefits" Annual Ratchet to age 85
enhanced death benefit, or the
Greater of 4% Roll-Up to age 85
or Annual Ratchet to age 85
enhanced death benefit.

See "Annual administrative The second paragraph of this
charge" in "Charges and expenses" section is replaced with the
following:

FOR ACCUMULATOR(R) AND
ACCUMULATOR(R) ELITE/SM/
contracts:

The annual administrative charge
will be deducted from the value
in the variable investment
options on a pro rata basis. If
those amounts are insufficient,
we will deduct all or a portion
of the charge from the account
for special dollar cost
averaging. If the contract is
surrendered or annuitized or a
death benefit is paid on a date
other than a contract date
anniversary, we will deduct a
pro rata portion of that charge
for the year.

FOR ACCUMULATOR(R) SELECT/SM/
contracts:

The annual administrative charge
will be deducted from the value
in the variable investment
options on a pro rata basis. If
those amounts are insufficient,
we will deduct all or a portion
of the charge from the account
for 12 month dollar cost
averaging. If the contract is
surrendered or annuitized or a
death benefit is paid on a date
other than a contract date
anniversary, we will deduct a
pro rata portion of that charge
for the year.
--------------------------------------------------------------------------------

VII-5

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

WASHINGTON FOR ACCUMULATOR(R) PLUS/SM/
(CONTINUED) contracts:

The annual administrative charge
will be deducted from the value
in the variable investment
options on a pro rata basis. If
the contract is surrendered or
annuitized or a death benefit is
paid on a date other than a
contract date anniversary, we
will deduct a pro rata portion
of that charge for the year.

See "How withdrawals affect your The first sentence of the third
Guaranteed minimum income paragraph is replaced with the
benefit, Guaranteed minimum following:
death benefit and Principal
guarantee benefits" in With respect to the Guaranteed
"Accessing your money" minimum income benefit and the
Greater of 4% Roll-Up to age 85
or Annual Ratchet to age 85
enhanced death benefit,
withdrawals (including any
applicable withdrawal charges)
will reduce each of the
benefits' Roll-Up to age 85
benefit base on a
dollar-for-dollar basis, as long
as the sum of the withdrawals in
a contract year is 6% or less of
each benefit's Roll-Up benefit
base on the contract issue date
or the most recent contract date
anniversary, if later. With
respect to the Greater of 4%
Roll-Up to age 85 or Annual
Ratchet to age 85 enhanced death
benefit, if elected without the
Guaranteed minimum income
benefit, withdrawals (including
any applicable withdrawal
charges) will reduce the 4%
Roll-Up to age 85 benefit base
on a dollar-for-dollar basis, as
long as the sum of the
withdrawals in a contract year
is 6% or less of the 4% Roll-Up
to age 85 benefit base on the
contract issue date or the most
recent contract date
anniversary, if later.

See "10% free withdrawal amount" The 10% free withdrawal amount
under "Withdrawal charge" in applies to full surrenders.
"Charges and expenses" (For
Accumulator(R), Accumulator(R)
Plus/SM/ and Accumulator(R)
Elite/SM/ contracts only)

See "Certain withdrawals" under If you elect the Greater of 4%
"Withdrawal charge" in "Charges Roll-Up to age 85 or Annual
and expenses" (For Ratchet to age 85 enhanced death
Accumulator(R), Accumulator(R) benefit without a Guaranteed
Plus/SM/ and Accumulator(R) minimum income benefit, the
Elite/SM/ contracts only) withdrawal charge will be waived
for any withdrawal that,
together with any prior
withdrawals made during the
contract year, does not exceed
6% of the beginning of contract
year 4% Roll-Up to age 85
benefit base, even if such
withdrawals exceed the free
withdrawal amount.

See "Withdrawal charge" in The owner (or older joint owner,
"Charges and expenses" under if applicable) has qualified to
"Disability, terminal illness, receive Social Security
or confinement to nursing home" disability benefits as certified
(For Accumulator(R), by the Social Security
Accumulator(R) Plus/SM/ and Administration or a statement
Accumulator(R) Elite/SM/ from an independent U.S.
contracts only) 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.
--------------------------------------------------------------------------------

VII-6

APPENDIX VII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
AND BENEFITS

Appendix VIII: Contract variations

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

The contracts described in this Prospectus are no longer sold. You should note
that your contract's options, features and charges may vary from what is
described in this Prospectus depending on the approximate date on which you
purchased your contract. The contract may have been available in your state
past the approximate end date indicated below. You may not change your contract
or its features after issue. This Appendix reflects contract variations that
differ from what is described in this Prospectus but may have been in effect at
the time your contract was issued. If you purchased your contract during the
"Approximate Time Period" below, the noted variation may apply to you.

-----------------------------------------------------------------------------
APPROXIMATE TIME PERIOD FEATURE/BENEFIT VARIATION
-----------------------------------------------------------------------------
July 10, 2006 - Greater of 6% Roll-Up to The fee for this benefit
January 15, 2007 age 85 or Annual Ratchet is 0.60%.
to age 85 enhanced death
benefit

Guaranteed minimum death The Roll-Up benefit base
benefit/ is eligible for reset
Guaranteed minimum beginning on the fifth
income benefit roll-up contract date
benefit base reset anniversary and on each
fifth or later contract
date anniversary after a
reset.
-----------------------------------------------------------------------------

January 16, 2007-present Greater of 6% Roll-Up to The fee for this benefit
age 85 or Annual Ratchet is 0.65%./(1)/
to age 85 enhanced death
benefit

Guaranteed minimum death The Roll-Up benefit base
benefit/ Guaranteed is eligible for reset
minimum income benefit annually./(1)/
roll-up benefit base
reset
-----------------------------------------------------------------------------
(1)This charge and feature are not available to contracts issued in Oregon.

VIII-1

APPENDIX VIII: CONTRACT VARIATIONS

Appendix IX: Tax-sheltered annuity contracts (TSAs)

WE NO LONGER ACCEPT CONTRIBUTIONS TO THE CONTRACTS. Please see "How you can
contribute to your contract" under "Contract features and benefits" earlier in
this Prospectus for more information.

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

GENERAL; FINAL REGULATIONS UNDER SECTION 403(B)

This Appendix reflects our current understanding of some of the special federal
income tax rules applicable to annuity contracts used to fund employer plans
under Section 403(b) of the Internal Revenue Code. We refer to these contracts
as "403(b) annuity contracts" or "Tax Sheltered Annuity" contracts ("TSAs").
The discussion in this Appendix generally assumes that a TSA has 403(b)
contract status or qualifies as a 403(b) contract. In 2007, the IRS and the
Treasury Department published final Treasury Regulations under Section 403(b)
of the Code ("2007 Regulations"). As a result, there are significant revisions
to the establishment and operation of plans and arrangements under
Section 403(b) of the Code, and the contracts issued to fund such plans. The
2007 Regulations raise a number of questions as to the effect of the 2007
Regulations on TSAs issued prior to the effective date of the 2007 Regulations.
The IRS has issued guidance intended to clarify some of these questions, and
may issue further guidance in future years. Due to the Internal Revenue Service
and Treasury regulatory changes in 2007 which became fully effective on
January 1, 2009, contracts issued prior to September 25, 2007 which qualified
as 403(b) contracts under the rules at the time of issue may lose their status
as 403(b) contracts or have the availability of transactions under the contract
restricted as of January 1, 2009 unless the individual's employer or the
individual take certain actions. Please consult your tax adviser regarding the
effect of these rules (which may vary depending on the owner's employment
status, plan participation status, and when and how the contract was acquired)
on your personal situation.

LIMITATIONS ON INDIVIDUAL-INITIATED DIRECT TRANSFERS. The 2007 Regulations
revoke Revenue Ruling 90-24 ("Rev. Rul. 90-24"), effective January 1, 2009.
Prior to the 2007 Regulations, Rev. Rul. 90-24 had permitted
individual-initiated, tax-free direct transfers of funds from one 403(b)
annuity contract to another, without reportable taxable income to the
individual, and with the characterization of funds in the contract remaining
the same as under the prior contract. Under the 2007 Regulations and other IRS
published guidance, direct transfers made after September 24, 2007 are
permitted only with plan or employer approval as described below.

CONTRIBUTIONS TO THE ACCUMULATOR(R) SERIES TSA CONTRACTS

We no longer accept contributions to TSA contracts. Contributions to an
Accumulator(R) Series TSA contract had been extremely limited. AXA Equitable
had permitted Contributions to be made to an Accumulator(R) Series TSA contract
only where AXA Equitable is an "approved vendor" under an employer's 403(b)
plan. That is, some or all of the participants in the employer's 403(b) plan
are currently contributing to a non-Accumulator AXA Equitable 403(b) annuity
contract. AXA Equitable and the employer must have agreed to share information
with respect to the Accumulator(R) Series TSA contract and other funding
vehicles under the plan.

AXA Equitable did not accept employer-remitted contributions. AXA Equitable did
not accept contributions of after-tax funds, including designated Roth
contributions to the Accumulator(R) Series TSA contracts. We had accepted
contributions of pre-tax funds only with documentation satisfactory to us of
employer or its designee or plan approval of the transaction. Previously,
contributions must have been made in the form of a direct transfer of funds
from one 403(b) plan to another, a contract exchange under the same plan, or a
direct rollover from another eligible retirement plan.

DISTRIBUTIONS FROM TSAS

WITHDRAWAL RESTRICTIONS. AXA Equitable treats all amounts under an
Accumulator(R) Series Rollover TSA contract as not eligible for withdrawal
until:

.. the owner is severed from employment with the employer who provided the
funds used to purchase the TSA contract;

.. the owner dies; or

.. the plan under which the Accumulator(R) Series TSA contract is purchased is
terminated.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSA contracts are generally
not subject to federal income tax until benefits are distributed. Distributions
include withdrawals from your TSA contract and annuity payments from your TSA
contract. Death benefits paid to a beneficiary are also taxable distributions.
Unless an exception applies, amounts distributed from TSA contracts are
includible in gross income as ordinary income. Distributions from TSA contracts
may be subject to 20% federal income tax withholding described under "Federal
and state income tax withholding and information reporting" in the "Tax
Information" section of the Prospectus. In addition, TSA contract distributions
may be subject to additional tax penalties.

IX-1

APPENDIX IX: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

ANNUITY PAYMENTS. Annuitization payments that are based on life or life
expectancy are considered annuity payments for income tax purposes. We include
in annuitization payments Guaranteed annual withdrawals that are continued
after your account value goes to zero under a supplementary life annuity
contract, as discussed under "Guaranteed withdrawal benefit for life ("GWBL")"
in the "Contract features and benefits" in this Prospectus. If you elect an
annuity payout option, you will recover any investment in the TSA contract as
each payment is received by dividing the investment in the TSA contract by an
expected return determined under an IRS table prescribed for qualified
annuities. The amount of each payment not excluded from income under this
exclusion ratio is fully taxable. The full amount of the payments received
after your investment in the TSA contract is recovered is fully taxable. If you
(and your beneficiary under a joint and survivor annuity) die before recovering
the full investment in the TSA contract, a deduction is allowed on your (or
your beneficiary's) final tax return.

EFFECT OF 2007 REGULATIONS ON LOANS FROM TSAS

If loans are available:

The amount of a loan to a participant, when combined with all other loans to
the participant from all qualified plans of the employer, cannot exceed the
lesser of:

(1)the greater of $10,000 or 50% of the participant's nonforfeitable accrued
benefits; and

(2)$50,000 reduced by the excess (if any) of the highest outstanding loan
balance over the previous 12 months over the outstanding loan balance of
plan loans on the date the loan was made.

The amount borrowed and not repaid may be treated as a distribution if:

.. the loan does not qualify under the conditions above;

.. the participant fails to repay the interest or principal when due; or

.. in some instances, the participant separates from service with the employer
who provided the funds or the plan is terminated.

In this case, the participant may have to include the unpaid amount due as
ordinary income. In addition, the 10% early distribution penalty tax may apply.
The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as
a distribution. For purposes of calculating any subsequent loans which may be
made under any plan of the same employer, a defaulted loan which has not been
fully repaid is treated as still outstanding, even after the default is
reported to the IRS on Form 1099-R. The amount treated as still outstanding
(which limits subsequent loans) includes interest accruing on the unpaid
balance.

IX-2

APPENDIX IX: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

TAX-DEFERRED ROLLOVERS AND FUNDING VEHICLE TRANSFERS. You may roll over an
"eligible rollover distribution" from a 403(b) annuity contract into another
eligible retirement plan which agrees to accept the rollover. The rollover may
be a direct rollover or one you do yourself within 60 days after you receive
the distribution. To the extent rolled over, a distribution remains
tax-deferred.

Direct transfers from one 403(b) annuity contract to another (whether under a
plan-to-plan transfer, or contract exchange under the same 403(b) plan, are not
distributions.

REQUIRED MINIMUM DISTRIBUTIONS

The required minimum distribution rules applicable to 403(b) annuity contracts
are generally the same as those applicable to traditional IRAs described in the
"Tax Information" section of the Prospectus with these differences:

SPOUSAL CONSENT RULES

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA contract before you reach age 59 1/2. This is in
addition to any income tax. There are exceptions to the extra penalty tax. Some
of the available exceptions to the pre-age 59 1/2 penalty tax include
distributions made:

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. to pay for certain extraordinary medical expenses (special federal income
tax definition); or

.. in any form of payout after you have separated from service (only if the
separation occurs during or after the calendar year you reach age 55); or

.. in a payout 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 (only after you have separated from
service at any age). We do not anticipate that Guaranteed annual
withdrawals made under the Guaranteed withdrawal benefit for life's Maximum
or Customized payment plan or taken as partial withdrawals will qualify for
this exception if made before age 59 1/2.

IX-3

APPENDIX IX: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

Appendix X: Rules regarding contributions to your contract

With limited exceptions, we no longer accept contributions to the contracts. We
currently continue to accept contributions to: (i) QP contracts; and (ii) all
contracts issued in the state of Florida. Information regarding contributions
in this section is for the benefit of contract owners currently eligible to
continue making contributions to the contracts.

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

-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE NQ
-------------------------------------------------------------------------------------------------------------------------

ISSUE AGES . 0-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. Rollovers from another traditional individual retirement arrangement.

. Direct custodian-to-custodian transfers from another traditional individual retirement
arrangement.

. Regular IRA contributions.

. No additional contributions after attainment of age 81 or, if later, the first contract date
anniversary. (Accumulator(R) Plus/SM/)

. Contributions made after age 70 1/2 must be net of required minimum distributions.

. Although we accept regular IRA contributions (limited to $5,500) under Rollover IRA contracts,
we intend that the contract be used primarily for rollover and direct transfer contributions.

. Additional catch-up contributions 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.
-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE ROTH CONVERSION IRA
-------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 20-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. 20-80 (ACCUMULATOR(R) PLUS/SM/)
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
. $100 monthly and $300 quarterly under our automatic investment program (additional) (subject to
tax maximums)
-------------------------------------------------------------------------------------------------------------------------

X-1

APPENDIX X: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE ROTH CONVERSION IRA (CONTINUED)
-------------------------------------------------------------------------------------------------------------------------

SOURCE OF . Rollovers from another Roth IRA.
CONTRIBUTIONS
. Rollovers from a "designated Roth contribution account" under specified retirement plans.

. Conversion rollovers from a traditional IRA or other eligible retirement plan.

. Direct transfers from another Roth IRA.

. Regular Roth IRA contributions.

. Additional catch-up contributions.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . No additional rollover or direct contributions after attainment of age 81, or, if later, the
CONTRIBUTIONS/(1)/ first contract date anniversary. (ACCUMULATOR(R))

. No additional rollover or direct contributions after attainment of age 81 or, if later, the
first contract date anniversary. (ACCUMULATOR(R) PLUS/SM/)

. No additional rollover or direct transfer contributions after attainment of age 86 or, If
later, the first contract date anniversary (ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R)
SELECT/SM/).

. Conversion rollovers after age 70 1/2 must be net of required minimum distributions for the
traditional IRA or other eligible retirement plan that is the source of the conversion rollover.

. Although we accept Roth IRA contributions (limited to $5,500) under Roth IRA contracts, we
intend that the contract be used primarily for rollover and direct transfer contributions.

. Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least
age 50 at any time during the calendar year for which the contribution is made.
-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE INHERITED IRA BENEFICIARY CONTINUATION CONTRACT (TRADITIONAL IRA OR ROTH IRA)
-------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 0-70 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $1,000
CONTRIBUTION AMOUNT
-------------------------------------------------------------------------------------------------------------------------
SOURCE OF . Direct custodian-to-custodian transfers of your interest as a death beneficiary of the deceased
CONTRIBUTIONS owner's traditional individual retirement arrangement or Roth IRA to an IRA of the same type.

. Non-spousal beneficiary direct rollover contributions may be made to an Inherited IRA contract
under specified cir- cumstances from these "Applicable Plans": qualified plans, 403(b) plans
and governmental employer 457(b) plans.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . Any additional contributions must be from the same type of IRA of the same deceased owner.
CONTRIBUTIONS/(1)/
-------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE QP
-------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 20-75 (ACCUMULATOR(R) & ACCUMULATOR(R) ELITE/SM/)

. 20-70 (ACCUMULATOR(R) PLUS/SM/)
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $500
CONTRIBUTION AMOUNT
-------------------------------------------------------------------------------------------------------------------------
SOURCE OF . Only transfer contributions from other investments within an existing qualified plan trust.
CONTRIBUTIONS
. The plan must be qualified under Section 401(a) of the Internal Revenue Code.

. For 401(k) plans, transferred contributions may not include any after-tax contributions,
including designated Roth contributions.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . A separate QP contract must be established for each plan participant.
CONTRIBUTIONS/(1)/
. We do not accept regular on-going payroll contributions or contributions directly from the
employer.

. Only one additional transfer contribution may be made during a contract year.

. No additional transfer contributions after the annuitant's attainment of age 76 (age 71 under
Accumulator(R) Plus/SM/ contracts) or if later, the first contract date anniversary.

. Contributions after age 70 1/2 must be net of any required minimum distributions.

. We do not accept contributions from defined benefit plans.

X-2

APPENDIX X: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

ISSUE AGES . 20-70 (ACCUMULATOR(R))
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
. $50 monthly or quarterly under our automatic investment program (additional) (subject to tax
maximums)
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Regular traditional IRA contributions.

. Additional catch-up contributions.

. Eligible rollover distributions from 403(b) plans, qualified plans, and governmental employer
457(b) plans.

. Rollovers from another traditional individual retirement arrangement.

. Although we accept rollover and direct transfer contributions under the Flexible Premium IRA
contract, we intend that the contract be used for ongoing regular contributions.

. Rollover and direct transfer contributions may be made up to attainment of age 86.

. Rollover and direct transfer contributions after age 70 1/2 must be net of required minimum
distributions.

. Additional catch-up contributions.

. Rollovers from another Roth IRA.

. Rollovers from a ''designated Roth contribution account'' under specified retirement plans.

. Conversion rollovers from a traditional IRA or other eligible retirement plan.

. Contributions are subject to income limits and other tax rules.

. Regular Roth IRA contributions may not exceed $5,500.

. Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least
age 50 at any time during the calendar year for which the contribution is made.

X-3

APPENDIX X: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

Statement of additional information

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

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 AN ACCUMULATOR(R) SERIES STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT NO. 49

Send this request form to:
Retirement Service Solutions
P.O. Box 1547
Secaucus, NJ 07096-1547

----------------------------------------------------------------------------------
City State Zip

Accumulator '02/'04, '06/'06.5, '07/'07.5, 8.0/8.2/8.3, 9.0
All
#416997

The Accumulator(R) Series

A combination variable and fixed deferred annuity contract

PROSPECTUS DATED MAY 1, 2013

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

WHAT IS THE ACCUMULATOR(R) SERIES?

The Accumulator(R) Series are deferred annuity contracts issued by AXA
EQUITABLE LIFE INSURANCE COMPANY. The series consists of Accumulator(R),
Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/, and Accumulator(R)
Select/SM/. The contracts provide for the accumulation of retirement savings
and for income. The contracts offer income and death benefit protection as
well. They also offer a number of payout options. You invest to accumulate
value on a tax-deferred basis in one or more of our variable investment
options, the guaranteed interest option, fixed maturity options or the account
for special dollar cost averaging* ("investment options").

WITH LIMITED EXCEPTIONS, WE NO LONGER ACCEPT CONTRIBUTIONS TO THE CONTRACTS. WE
CURRENTLY CONTINUE TO ACCEPT CONTRIBUTIONS TO: (I) QP CONTRACTS; AND (II) ALL
CONTRACTS ISSUED IN THE STATE OF MARYLAND. REFERENCES TO CONTRIBUTIONS IN THIS
PROSPECTUS ARE FOR THE BENEFIT OF CONTRACT OWNERS CURRENTLY ELIGIBLE TO
CONTINUE MAKING CONTRIBUTIONS TO THE CONTRACTS.

Certain features and benefits described in this Prospectus may vary in your
state; all features and benefits may not be available in all contracts, in all
states or from all selling broker-dealers. Please see Appendix VIII later in
this Prospectus for more information on state availability and/or variations of
certain features and benefits. All optional features and benefits described in
this Prospectus may not have been available at the time you purchased the
contract. We have the right to restrict availability of any optional feature or
benefit. In addition, not all optional features and benefits may be available
in combination with other optional features and benefits. We can refuse to
accept any contribution from you at any time, including after you purchase the
contract.

---------------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS
---------------------------------------------------------------------------------------------

.. AXA Aggressive Allocation/(1)/ . EQ/Equity Growth PLUS
.. AXA Conservative Allocation/(1)/ . EQ/Franklin Core Balanced
.. AXA Conservative-Plus Allocation/(1)/ . EQ/Franklin Templeton Allocation
.. AXA Moderate Allocation/(1)/ . EQ/GAMCO Mergers and Acquisitions
.. AXA Moderate-Plus Allocation/(1)/ . EQ/GAMCO Small Company Value
.. EQ/AllianceBernstein Small Cap Growth . EQ/Global Bond PLUS
.. EQ/AXA Franklin Small Cap Value Core . EQ/Large Cap Value Index
.. EQ/BlackRock Basic Value Equity . EQ/Large Cap Value PLUS
.. EQ/Boston Advisors Equity Income . EQ/Lord Abbett Large Cap Core
.. EQ/Calvert Socially Responsible . EQ/MFS International Growth
.. EQ/Capital Guardian Research . EQ/Mid Cap Index
.. EQ/Common Stock Index . EQ/Mid Cap Value PLUS
.. EQ/Core Bond Index . EQ/Money Market
.. EQ/Davis New York Venture . EQ/Montag & Caldwell Growth
.. EQ/Equity 500 Index . EQ/Morgan Stanley Mid Cap Growth
---------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
.. EQ/Mutual Large Cap Equity . EQ/International Equity Index
.. EQ/Oppenheimer Global . EQ/International Value PLUS
.. EQ/PIMCO Ultra Short Bond . EQ/JPMorgan Value Opportunities
.. EQ/Quality Bond PLUS . EQ/Large Cap Core PLUS
.. EQ/Small Company Index . EQ/Large Cap Growth Index
.. EQ/T. Rowe Price Growth Stock . EQ/Large Cap Growth PLUS
.. EQ/Templeton Global Equity . Multimanager International Equity
.. EQ/UBS Growth and Income . Multimanager Large Cap Core Equity
.. EQ/Van Kampen Comstock . Multimanager Large Cap Value
.. EQ/Wells Fargo Omega Growth . Multimanager Mid Cap Growth
.. Multimanager Aggressive Equity . Multimanager Mid Cap Value
.. Multimanager Core Bond . Multimanager Multi-Sector Bond
.. EQ/Global Multi-Sector Equity . Multimanager Small Cap Growth
.. EQ/Intermediate Government Bond . Multimanager Small Cap Value
.. EQ/International Core PLUS . Multimanager Technology
-------------------------------------------------------------------------------------------

(1)The "AXA Allocation" portfolios.

You may allocate amounts to any of the variable investment options. At any
time, we have the right to limit or terminate your contributions. Each variable
investment option is a subaccount of Separate Account No. 49. Each variable
investment option, in turn, invests in a corresponding securities Portfolio
("Portfolio") of AXA Premier VIP Trust or EQ Advisors Trust (the "Trusts").
Your investment results in a variable investment option will depend on the
investment performance of the related Portfolio.

You may also allocate amounts to the guaranteed interest option and the fixed
maturity option, and the account for special dollar cost averaging, which are
discussed later in this Prospectus.

TYPES OF CONTRACTS. Contracts were offered for use as:

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

.. An individual retirement annuity ("IRA"), either traditional IRA ("Rollover
IRA" or "Flexible Premium IRA") or Roth IRA ("Roth Conversion IRA" or
"Flexible Premium Roth IRA" ).

.. Traditional and Roth inherited IRA beneficiary continuation contract
("Inherited IRA") (direct transfer contributions only).

.. An annuity that is an investment vehicle for a qualified defined
contribution plan ("QP") (Rollover and direct transfer contributions only).

Not all types of contracts are available with each version of the
Accumulator(R) Series contracts. See "Rules regarding contributions to your
contract" in Appendix XI for more information.

* The account for special dollar cost averaging is only available with
Accumulator(R) and Accumulator(R) Elite/SM/ contracts.

'02/'04 All
#416975

THE CONTRACT IS NO LONGER AVAILABLE FOR NEW PURCHASERS. These versions of the
Accumulator(R) series contracts are no longer being sold. This Prospectus is
designed for current contract owners. In addition to the possible state
variations noted above, you should note that your contract features and charges
may vary depending on the date on which you purchased your contract. For more
information about the particular features, charges and options applicable to
you, please contact your financial professional or refer to your contract, as
well as review Appendix IX later in this Prospectus for contract variation
information and timing. You may not change your contract or its features as
issued.

Contents of this Prospectus

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

----------------------------------------------------------------------------
NOT ALL OF THE FEATURES LISTED ARE AVAILABLE UNDER ALL CONTRACTS OR IN ALL
STATES.
----------------------------------------------------------------------------

Index of key words and phrases 5
Who is AXA Equitable? 7
How to reach us 8
The Accumulator(R) Series at a glance -- key features 10

----------------------------------------------------------------------------
FEE TABLE
----------------------------------------------------------------------------

Example 15
Condensed financial Information 16

----------------------------------------------------------------------------
1. CONTRACT FEATURES AND BENEFITS
----------------------------------------------------------------------------
How you can contribute to your contract 17
Owner and annuitant requirements 17
How you can make your contributions 17
What are your investment options under the contract? 18
Portfolios of the Trusts 19
Allocating your contributions 27
Credits (FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY) 31
Guaranteed minimum death benefit and Guaranteed minimum
income benefit base 32
Annuity purchase factors 33
Guaranteed minimum income benefit option 33
Guaranteed minimum death benefit 36
Principal Protector/SM/ 38
Guaranteed benefit offers 41
Inherited IRA beneficiary continuation contract (FOR
ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/, AND SELECT/SM/
CONTRACTS ONLY) 41
Your right to cancel within a certain number of days 42

----------------------------------------------------------------------------
2. DETERMINING YOUR CONTRACT'S VALUE
----------------------------------------------------------------------------
Your account value and cash value 43
Your contract's value in the variable investment options 43
Your contract's value in the guaranteed interest option 43
Your contract's value in the fixed maturity options 43
Your contract's value in the account for special dollar cost
averaging (FOR ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS ONLY) 43
Insufficient account value 43

CONTENTS OF THIS PROSPECTUS

--------------------------------------------------------------------
3.TRANSFERRING YOUR MONEY AMONG INVESTMENT
OPTIONS
--------------------------------------------------------------------
Transferring your account value 45
Our administrative procedures for calculating your Roll-Up
benefit base following a transfer 45
Disruptive transfer activity 46
Rebalancing your account value 47

--------------------------------------------------------------------
4.ACCESSING YOUR MONEY
--------------------------------------------------------------------
Withdrawing your account value 48
How withdrawals are taken from your account value 50
How withdrawals (and transfers out of the Special 10 year fixed
maturity option) affect your Guaranteed minimum income
benefit, Guaranteed minimum death benefit and
Guaranteed principal benefit option 2 50
How withdrawals affect Principal Protector/SM/ 51
Withdrawals treated as surrenders 51
Loans under Rollover TSA contracts 51
Surrendering your contract to receive its cash value 52
When to expect payments 52
Your annuity payout options 52

--------------------------------------------------------------------
5.CHARGES AND EXPENSES
--------------------------------------------------------------------
Charges that AXA Equitable deducts 55
Charges that the Trusts deduct 59
Group or sponsored arrangements 59
Other distribution arrangements 60

--------------------------------------------------------------------
6.PAYMENT OF DEATH BENEFIT
--------------------------------------------------------------------
Your beneficiary and payment of benefit 61
How death benefit payment is made 62
Beneficiary continuation option 64

--------------------------------------------------------------------
7.TAX INFORMATION
--------------------------------------------------------------------
Overview 67
Contracts that fund a retirement arrangement 67
Transfers among investment options 67
Taxation of nonqualified annuities 67
Individual retirement arrangements (IRAs) 69
Traditional individual retirement annuities (traditional IRAs) 70
Roth individual retirement annuities (Roth IRAs) 74
Federal and state income tax withholding and information
reporting 77
Special rules for contracts funding qualified plans 78
Impact of taxes to AXA Equitable 78

--------------------------------------------------------------------
8.MORE INFORMATION
--------------------------------------------------------------------
About Separate Account No. 49 79
About the Trusts 79
About our fixed maturity options 79
About the general account 80

About other methods of payment 81
Dates and prices at which contract events occur 81
About your voting rights 82
Statutory compliance 82
About legal proceedings 82
Financial statements 83
Transfers of ownership, collateral assignments, loans and
borrowing 83
How divorce may affect your guaranteed benefits 83
Distribution of the contracts 83

--------------------------------------------------------------
9.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------

--------------------------------------------------------------
APPENDICES
--------------------------------------------------------------

I -- Condensed financial information I-1
II -- Purchase considerations for QP contracts II-1
III -- Market value adjustment example III-1
IV -- Enhanced death benefit example IV-1
V -- Hypothetical Illustrations V-1
VI -- Guaranteed principal benefit example VI-1
VII -- Protection Plus/SM/ example VII-1
VIII -- State contract availability and/or variations of
certain features and benefits VIII-1
IX -- Contract Variations IX-1
X -- Tax-sheltered annuity contracts (TSAs) X-1
XI -- Rules regarding contributions to your contract XI-1

------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
Table of contents 131
------------------------------------------------------------------

CONTENTS OF THIS PROSPECTUS

Index of key words and phrases

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

This index should help you locate more information on the terms used in this
Prospectus.

PAGE

6% Roll-Up to age 85 enhanced death benefit 32
12 month dollar cost averaging 30,42
account for special dollar cost averaging 27,42
account value 43
administrative charge 55
annual administrative charge 56
Annual Ratchet to age 85 enhanced death benefit 32
annuitant 17
annuitization 52
annuity maturity date 54
annuity payout options 52
annuity purchase factors 33
automatic investment program 81
beneficiary 61
Beneficiary continuation option ("BCO") 64
benefit base 32
business day 81
cash value 43
charges for state premium and other applicable taxes 59
contract date 18
contract date anniversary 18
contract year 18
Contributions to Roth IRAs 74
regular contributions 71
rollovers and transfers 75
conversion contributions 75
contributions to traditional IRAs 70
regular contributions 70
rollovers and direct transfers 71
credit 31
disability, terminal illness or confinement to nursing home 57
disruptive transfer activity 46
distribution charge 55
ERISA 60
Fixed-dollar option 30
fixed maturity options 26
free look 42
free withdrawal amount 56
general account 80
General dollar cost averaging 30
guaranteed interest option 26
Guaranteed minimum death benefit 36
Guaranteed minimum death benefit and Guaranteed
minimum income benefit base 32
Guaranteed minimum death benefit charge 13, 57
Guaranteed minimum death benefit/guaranteed minimum
income benefit roll-up benefit base reset option 33
Guaranteed minimum income benefit 33
Guaranteed minimum income benefit "no lapse guarantee" 34
Guaranteed minimum income benefit charge 34

PAGE

Guaranteed principal benefits 27
Inherited IRA 1
IRA 1
IRS 67
Investment options 1
Investment simplifier 30
lifetime required minimum distribution withdrawals 49
loan reserve account 52
loans under Rollover TSA 51
market adjusted amount 26
market value adjustment 26
market timing 46
maturity dates 26
maturity value 26
Mortality and expense risks charge 55
NQ 1
Online Account Access 8
Optional step up charge 59
partial withdrawals 49
Portfolio 1
Principal assurance 27
processing office 2
Principal Protector/SM/ 38
Principal Protector/SM/ charge 59
Protection Plus/SM/ 37
Protection Plus/SM/ charge 58
QP 1
rate to maturity 26
Rebalancing 47
Rollover IRA 1
Rollover TSA 1
Roth Conversion IRA 1
Roth IRA 1
SAI 2
SEC 2
self-directed allocation 27
Separate Account No. 49 1, 78
Special dollar cost averaging 29
Spousal protection 63
Standard death benefit 32
substantially equal withdrawals 49
Successor owner and annuitant 62
systematic withdrawals 49
TOPS 8
TSA 1
traditional IRA 1
Trusts 1, 78
unit 43
variable investment options 1, 18
wire transmittals and electronic applications 80
withdrawal charge 56

INDEX OF KEY WORDS AND PHRASES

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 use different words, they have the same meaning in this Prospectus as in the
contract or supplemental materials. Also, depending on when you purchased your
contract, some of these may not apply to you or may be named differently under
your contract. Your financial professional can provide further explanation
about your contract or supplemental materials.

variable investment options Investment Funds

account value Annuity Account Value

rate to maturity Guaranteed Rates

Unit Accumulation Unit

Guaranteed minimum death benefit Guaranteed death benefit

Guaranteed minimum income benefit Guaranteed Income Benefit or Living
Benefit

guaranteed interest option Guaranteed Interest Account

Principal Protector/SM/ Guaranteed withdrawal benefit

GWB benefit base Principal Protector/SM/ benefit base

GWB Annual withdrawal amount Principal Protector/SM/ Annual
withdrawal amount

GWB Annual withdrawal option Principal Protector/SM/ Annual
withdrawal option

GWB Excess withdrawal Principal Protector/SM/ Excess
withdrawal
-----------------------------------------------------------------------------

INDEX OF KEY WORDS AND PHRASES

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. (the
"parent"), 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.

WHO IS AXA EQUITABLE?

HOW TO REACH US

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

.. written confirmation of financial transactions;

.. statement of your contract values at the close of each calendar year and
any calendar quarter in which there was a financial transaction; and

.. annual statement of your contract values as of the close of the contract
year, including notification of eligibility to exercise the Guaranteed
minimum income benefit and/or the Roll-Up benefit base reset option.
--------------------------------------------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND ONLINE ACCOUNT ACCESS SYSTEMS:

.. your current account value;

.. your current allocation percentages;

.. the number of units you have in the variable investment options;

.. rates to maturity for the fixed maturity options;

.. the daily unit values for the variable investment options; and

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

You can also:

.. change your allocation percentages and/or transfer among the variable
investment options;

.. elect to receive certain contract statements electronically;

.. enroll in, modify or cancel a rebalancing program (through Online Account
Access only);

.. change your address (not available through TOPS);

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

.. access Frequently Asked Questions and Service Forms (not available through
TOPS).

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll free 1-888-909-7770. You may use
Online Account Access by visiting our website at www.axa-equitable.com. 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 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 any
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 the following business days:

.. Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

.. Friday from 8:30 a.m. until 5:30 p.m., Eastern time.

WHO IS AXA EQUITABLE?

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

(1)authorization for telephone transfers by your financial professional;

(2)conversion of a traditional IRA to a Roth Conversion IRA or Flexible Premium
Roth IRA contract;

(3)election of the automatic investment program;

(4)requests for loans under Rollover TSA contracts (employer or plan approval
required);

(5)spousal consent for loans under Rollover TSA contracts;

(6)requests for withdrawals or surrenders from Rollover TSA contracts;

(7)tax withholding elections (see withdrawal request form);

(8)election of the beneficiary continuation option;

(9)IRA contribution recharacterizations;

(10)Section 1035 exchanges;

(11)direct transfers and rollovers;

(12)exercise of the Guaranteed minimum income benefit;

(13)requests to reset your Roll-Up benefit base (for certain contracts with
both the Guaranteed minimum income benefit and the Greater of the 6%
Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit);

(14)requests to step up your Guaranteed withdrawal benefit ("GWB") benefit
base, if applicable, under the Optional step up provision;

(15)requests to terminate or reinstate your GWB, if applicable, under the
Beneficiary continuation option, if applicable;

(16)death claims;

(17)purchase by, or change of ownership to, a non-natural person;

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

(19)enrollment in our "automatic required minimum distribution (RMD) service;"
(20)transfers into and among the investment options; and

(21)requests for withdrawals.

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

(1)beneficiary changes;

(2)contract surrender; and

(3)general dollar cost averaging (including the fixed dollar and interest sweep
options)

(4)12 month dollar cost averaging (for Accumulator(R) Select/SM/ contracts only

(5)special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts);

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

(1)automatic investment program;

(2)general dollar cost averaging (including the fixed dollar amount and
interest sweep options);

(3)12 month dollor cost averaging (for Accumulator(R) Select/SM/ contracts only)

(4)special dollar cost averaging (for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts);

(5)substantially equal withdrawals;

(6)systematic withdrawals;

(7)the date annuity payments are to begin; and

(8)RMD payments from inherited IRAs.

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

SIGNATURES:

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

WHO IS AXA EQUITABLE?

The Accumulator(R) Series at a glance -- key features

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

(NOT ALL OF THE FEATURES LISTED ARE AVAILABLE UNDER ALL CONTRACTS OR IN ALL
STATES.)

----------------------------------------------------------------------------------
FOUR CONTRACT SERIES This Prospectus describes The Accumulator(R) Series
contracts -- Accumulator(R), Accumulator(R) Plus/SM/,
Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/.
Each series provides for the accumulation of retirement
savings and income, offers income and death benefit
protection, and offers various payout options.

Each series provides a different charge structure. For
details, please see the summary of the contract features
below, the "Fee table" and "Charges and expenses" later in
this Prospectus.

The chart below shows the availability of key features
under each series of the contract.

ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
PLUS/SM/ ELITE/SM/ SELECT/SM/
------------------------------------------------------------------------------------

Special dollar cost Yes No Yes No
averaging
------------------------------------------------------------------------------------
Credits No Yes No No

Throughout the Prospectus, any differences among the
contract 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.
----------------------------------------------------------------------------------------
PROFESSIONAL INVESTMENT . The Accumulator(R) Series variable investment options
MANAGEMENT invest in different Portfolios managed by professional
investment advisers.
----------------------------------------------------------------------------------------
FIXED MATURITY OPTIONS . Fixed maturity options ("FMOs") with maturities ranging
from approximately 1 to 10 years (subject to
availability).
. Each fixed maturity option offers a guarantee of
principal and interest rate if you hold it to maturity.
. Special 10 year fixed maturity option (available under
Guaranteed principal benefit option 2 only). The
Special 10 year fixed maturity option will no longer be
available upon maturity of the current Special 10 year
fixed maturity option in September 2013.
------------------------------------------------------------
If you make withdrawals or transfers from a fixed maturity
option before maturity, there will be a market value
adjustment due to differences in interest rates. If you
withdraw or transfer only a portion of a fixed maturity
amount, this may increase or decrease any value that you
have left in that fixed maturity option. If you surrender
your contract, a market value adjustment also applies.
----------------------------------------------------------------------------------------
GUARANTEED INTEREST OPTION . Principal and interest guarantees.
. Interest rates set periodically.
----------------------------------------------------------------------------------------
ACCOUNT FOR SPECIAL DOLLAR Available for dollar cost averaging all or a portion of any
COST AVERAGING eligible contribution to your contract.
----------------------------------------------------------------------------------------
TAX CONSIDERATIONS . No tax on earnings inside the contract until you make
withdrawals from your contract or receive annuity
payments.
. No tax on transfers among variable investment options
inside the contract.
------------------------------------------------------------
You should be aware that annuity contracts that were
purchased as an Individual Retirement Annuity (IRA) or Tax
Sheltered Annuity (TSA), or to fund an employer retirement
plan (QP or Qualified Plan), do not provide tax deferral
benefits beyond those already provided by the Internal
Revenue Code for these types of arrangements. Before you
purchased your contract, you should have considered its
features and benefits beyond tax deferral, as well as its
features, benefits and costs relative to any other
investment that you may have chosen in connection with your
retirement plan or arrangement, to determine whether it
would meet your needs and goals. Depending on your personal
situation, the contract's guaranteed benefits may have
limited usefulness because of required minimum
distributions ("RMDs").
----------------------------------------------------------------------------------------
GUARANTEED MINIMUM The Guaranteed minimum income benefit provides income
INCOME BENEFIT (OR "LIVING protection for you during the annuitant's life once you
BENEFIT") elect to annuitize the contract.
----------------------------------------------------------------------------------------

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

-------------------------------------------------------------------------------------
PRINCIPAL PROTECTOR/SM/ Principal Protector/SM/ is our optional Guaranteed
withdrawal benefit ("GWB"), which provides for recovery of
your total contributions through withdrawals, even if your
account value falls to zero, provided that during each
contract year, your total withdrawals do not exceed a
specified amount. This feature may not have been available
under your contract.
-------------------------------------------------------------------------------------

CONTRIBUTION AMOUNTS We currently continue to accept contributions to: (i) QP contracts; and (ii) all
contracts, except TSA issued in the state of Maryland. We no longer accept
contributions to TSA contracts. Information regarding contributions in this section is
for the benefit of contract owners currently eligible to continue making contributions
to the contracts.
---------------------------------------------------------------------------------------
. Initial $10,000 ($25,000 for Accumulator(R) Select/SM/ contracts)
minimum:
. Additional $500 (NQ, QP and Rollover TSA contracts)
minimum: $100 monthly and $300 quarterly under our automatic investment program
(NQ contracts)
$1,000 (Inherited IRA contracts)
$50 (IRA contracts)
---------------------------------------------------------------------------------------
For Flexible Premium IRA and Flexible Premium Roth IRA contracts:
. Initial $2,000
minimum:
. Additional $50
minimum:
---------------------------------------------------------------------------------------

. Maximum contribution limitations apply to all
contracts. For more information, please see "How you
can contribute to your contract" in "Contract features
and benefits" later in this Prospectus.
------------------------------------------------------------
In general, contributions are limited to $1.5 million
($500,000 for certain owners or annuitants who are age 81
and older at contract issue). 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. Further, we may at any time exercise our
rights to limit or terminate your contributions. For more
information, please see "How you can contribute to your
contract" in "Contract features and benefits" later in this
Prospectus.
---------------------------------------------------------------------------------------------
CREDIT (ACCUMULATOR(R) PLUS/SM/ We allocate your contributions to your account value. We
CONTRACTS ONLY) allocate a credit to your account value at the same time
that we allocate your contributions. The credit will apply
to additional contribution amounts only to the extent that
those amounts exceed total withdrawals from the contract.
The amount of credit may be up to 5% of each contribution,
depending on certain factors. The credit is subject to
recovery by us in certain limited circumstances. Please see
Appendix IX later in this Prospectus for more information
about contract variations relating to credit and credit
recovery.
---------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY . Partial withdrawals
. Several withdrawal options on a periodic basis
. Loans under Rollover TSA contracts (employer or plan
approval required)
. Contract surrender
You may incur a withdrawal charge for certain withdrawals
or if you surrender your contract. You may also incur
income tax and a tax penalty. Certain withdrawals will
diminish the value of optional benefits.
---------------------------------------------------------------------------------------------
PAYOUT OPTIONS . Fixed annuity payout options
---------------------------------------------------------------------------------------------
ADDITIONAL FEATURES/(1)/ . Guaranteed minimum death benefit options
. Guaranteed principal benefit options (including
Principal assurance)
. Dollar cost averaging
. Automatic investment program
. Account value rebalancing (quarterly, semiannually, and
annually)
. Free transfers
. Waiver of withdrawal charge for disability, terminal
illness, confinement to a nursing home and certain
other withdrawals
. Protection Plus/SM/, an optional death benefit
available under certain contracts (subject to state
availability)
. Spousal protection (not available under certain
contracts)
. Successor owner/annuitant
. Beneficiary continuation option
. Guaranteed minimum income benefit no lapse guarantee
(available under contracts with applications that were
signed and submitted on or after January 1, 2005
subject to state availability)
. Guaranteed minimum death benefit/guaranteed minimum
income benefit roll-up benefit base reset (available
under contracts with applications that were signed and
submitted on or after October 1, 2005 subject to state
availability)
---------------------------------------------------------------------------------------------

(1)Not all features are available under all contracts. Please see Appendix IX
later in this Prospectus for more information.

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

FEES AND CHARGES Please see "Fee Table" later in this section for complete
details.
---------------------------------------------------------------------------------------
OWNER AND ANNUITANT ISSUE Please see "Rules regarding contributions to your contract"
AGES in "Appendix X" for owner and annuitant issue ages
applicable to your contract.
---------------------------------------------------------------------------------------
GUARANTEED BENEFIT OFFERS From time to time, we may offer you some form of payment or
incentive in return for terminating or modifying certain
guaranteed benefits. See "Guaranteed benefit offers" in
"Contract features and benefits" for more information.
---------------------------------------------------------------------------------------

THE TABLE ABOVE SUMMARIZES ONLY CERTAIN CURRENT KEY FEATURES AND BENEFITS OF
THE CONTRACT. THE TABLE ALSO SUMMARIZES CERTAIN CURRENT LIMITATIONS,
RESTRICTIONS AND EXCEPTIONS TO THOSE FEATURES AND BENEFITS 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. CERTAIN
FEATURES AND BENEFITS DESCRIBED IN THIS PROSPECTUS MAY VARY IN YOUR STATE; ALL
FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL CONTRACTS, IN ALL STATES OR
FROM ALL SELLING BROKER-DEALERS. PLEASE SEE APPENDIX VIII LATER IN THIS
PROSPECTUS FOR MORE INFORMATION ON STATE AVAILABILITY AND/OR VARIATIONS OF
CERTAIN FEATURES AND BENEFITS.

OTHER CONTRACTS

THE ACCUMULATOR(R) SERIES AT A GLANCE -- KEY FEATURES

Fee table

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

The following tables describe the fees and expenses that you pay when owning
and surrendering the contract. Each of the charges and expenses is more fully
described in "Charges and expenses" later in this Prospectus. The fees and
charges shown in this section are the maximum fees and charges that a contract
owner will pay. Please see your contract and/or Appendix IX later in this
Prospectus for the fees and charges that apply under your contract.

All features listed below may not be currently available. See Appendix IX later
in this Prospectus for more information.

The first table describes fees and expenses that you will pay at the time you
surrender the contract or if you make certain withdrawals, apply your cash
value to certain payout options or request special services. Charges designed
to approximate certain taxes that may be imposed on us, such as premium taxes
in your state, may also apply.

--------------------------------------------------------------------------------------------------------------
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 ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
withdrawals or apply your cash value to certain ACCUMULATOR(R) PLUS/SM/ ELITE/SM/ SELECT/SM/
payout options)./(1)/ 7.00% 8.00% 8.00% N/A

SPECIAL SERVICES CHARGES

.. Wire transfer charge Current and Maximum Charge: $90

.. Express mail charge Current and Maximum Charge: $35

.. Duplicate contract charge Current and Maximum Charge: $35
--------------------------------------------------------------------------------------

The following tables describe the fees and expenses
that you will pay periodically during the time that
you own the contract, not including the underlying
trust portfolio fees and expenses.

CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT
DATE ANNIVERSARY
----------------------------------------------------------------
Maximum annual administrative charge/(2)/

If your account value on a contract date $30
anniversary is less than $50,000/(3)/

If your account value on a contract date $0
anniversary is $50,000 or more

---------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES: ACCUMULATOR(R) ACCUMULATOR(R) ACCUMULATOR(R)
ACCUMULATOR(R) PLUS/SM/ ELITE/SM/ SELECT/SM/
----------- - - -
Mortality and expense risks/(4)/ 0.75% 0.90% 1.10% 1.10%
Administrative 0.30% 0.35% 0.30% 0.25%
Distribution 0.20% 0.25% 0.25% 0.35%
----- ----- ----- -----
Total Separate account annual expenses 1.25% 1.50% 1.65% 1.70%

-------------------------------------------------------------------------------------------------------------------------------
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU
ELECT ANY OF THE FOLLOWING OPTIONAL BENEFITS
-------------------------------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM DEATH BENEFIT CHARGE (Calculated as
a percentage of the applicable benefit base. Deducted
annually/(2) /on each contract date anniversary for
which the benefit is in effect.)

Standard death benefit No Charge

Annual Ratchet to age 85 0.30% of the Annual Ratchet to age 85 benefit base (maximum);
0.25% (current)

6% Roll-Up to age 85 0.45% of the 6% Roll-Up to age 85 benefit base

Greater of 5% Roll-Up to age 85 or Annual Ratchet 0.50% of the greater of 5% Roll-Up to age 85 benefit base of the
to age 85 Annual Ratchet to age 85 benefit base, as applicable.

Greater of 6% Roll-Up to age 85 or Annual Ratchet 0.60% of the greater of 6% Roll-Up to age 85 benefit base or the Ann
to age 85 Ratchet to age 85 benefit base, as applicable

FEE TABLE

------------------------------------------------------------------------------------------------------
GUARANTEED PRINCIPAL BENEFIT CHARGE FOR OPTION 2
(Calculated as a percentage of the account value.
Deducted annually/(2)/ on the first 10 contract date
anniversaries.) 0.50%
------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT (OR "LIVING
BENEFIT") CHARGE (Calculated as a percentage of the
applicable benefit base. Deducted annually/(2)/ on
each contract date anniversary for which the benefit
is in effect.) 0.65%
------------------------------------------------------------------------------------------------------
PROTECTION PLUS/SM/ BENEFIT CHARGE (Calculated as a
percentage of the account value. Deducted
annually/(2)/ on each contract date anniversary for
which the benefit is in effect.) 0.35%
------------------------------------------------------------------------------------------------------
PRINCIPAL PROTECTOR/SM/ BENEFIT CHARGE (Calculated as
a percentage of the account value. Deducted
annually/(2)/ on each contract date anniversary, 0.35% for the 5% GWB Annual withdrawal option
provided your GWB benefit base is greater than zero.) 0.50% for the 7% GWB Annual withdrawal option

If you "step up" your GWB benefit base, we reserve the
right to increase your charge up to: 0.60% for the 5% GWB Annual withdrawal option

0.80% for the 7% GWB Annual withdrawal option

Please see "Principal Protector/SM/" in "Contract features and benefits" for
more information about this feature, including its benefit base and the
Optional step up provision, and "Principal Protector/SM /charge" in "Charges
and expenses," both later in this Prospectus, for more information about when
the charge applies.

---------------------------------------------------------------------
NET LOAN INTEREST CHARGE -- ROLLOVER TSA CONTRACTS
ONLY (Calculated and deducted daily as a percentage of
the outstanding loan amount.) 2.00%/(5)/

PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2012 (expenses that are deducted from Lowest Highest
Portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(6)/ 0.63% 1.44%
-----------------------------------------------------------------------------------------------------------------

Notes:

(1)Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal
amount, if applicable.

Accumulator(R) Accumulator(R)
Contract Year Accumulator(R) Plus/SM/ Elite/SM/
------------- -------------- -------------- --------------

(2)If the contract is surrendered or annuitized or a death benefit is paid on
any date other than the contract date anniversary, we will deduct a pro rata
portion of the charge for that year. If you are an existing contract owner,
this pro rata deduction may not apply for any optional benefit charges under
your contract. See Appendix IX later in this Prospectus for more
information. For Principal Protector/SM /only (if available), if the
contract and benefit are continued under the Beneficiary continuation option
with Principal Protector/SM/, the pro rata deduction for the Principal
Protector/SM/ charge is waived.

(3)During the first two contract years this charge, if applicable, is equal to
the lesser of $30 or 2% of your account value. Thereafter, if applicable,
the charge is $30 for each contract year.

(4)These charges compensate us for certain risks we assume and expenses we
incur under the contract. We expect to make a profit from these charges. For
Accumulator(R) Plus/SM/ contracts, the charges also compensate us for the
expense associated with the credit.

FEE TABLE

(6)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
amounts for options added during the fiscal year 2012, if applicable, and
for the underlying portfolios. In addition, the "Lowest" represents the
total annual operating expenses of the EQ/Equity 500 Index Portfolio and
EQ/Small Company Index Portfolio. The "Highest" represents the total annual
operating expenses of the Multimanager Technology Portfolio.

EXAMPLES

The examples below show the expenses that a hypothetical contract owner (who
has elected the Guaranteed minimum income benefit with the enhanced death
benefit that provides for the greater of the 6% Roll-Up to age 85 or the Annual
Ratchet to age 85 and Protection Plus/SM/) would pay in the situations
illustrated. These examples use an average annual administrative charge based
on the charges paid in the prior calendar year, which results in an estimated
administrative charge calculated as a percentage of contract value, as follows:
Accumulator(R) 0.012%; Accumulator(R) Plus/SM/ 0.009%; Accumulator(R) Elite/SM/
0.008%; and Accumulator(R) Select/SM/ 0.006%.

The fixed maturity options, guaranteed interest option, the 12 month dollar
cost averaging program, and the account for special dollar cost averaging (if
applicable under your contract) are not covered by these examples. However, the
annual administrative charge, the withdrawal charge (if applicable under your
contract) and the charge for any optional benefits do apply to the fixed
maturity options, guaranteed interest option, the 12 month dollar cost
averaging program, and the account for special dollar cost averaging. A market
value adjustment (up or down) may apply as a result of a withdrawal, transfer,
or surrender of amounts from a fixed maturity option.

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
example for Accumulator(R) Plus/SM/ contracts also assumes that a 4% credit was
applied to your contribution. Other than the administrative charge (which is
described immediately above) the examples also assume maximum contract charges
and total annual expenses of the Portfolios (before expense limitations) set
forth in the previous charts. These examples should not be considered a
representation of past or future expenses for each 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.

Although your actual cost may be higher or lower, based on these assumptions,
your cost would be:

(a)assuming maximum fees and
expenses of any of the
Portfolios $1,153 $1,987 $2,862 $4,987 $453 $1,387 $2,362 $4,987
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,068 $1,737 $2,454 $4,224 $368 $1,137 $1,954 $4,224
---------------------------------------------------------------------------------------------------------------
ACCUMULATOR(R) ELITE/SM/
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE APPLICABLE
END OF THE APPLICABLE TIME PERIOD TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
(a)assuming maximum fees and
expenses of any of the
Portfolios $1,295 $2,108 $2,556 $5,336 $495 $1,508 $2,556 $5,336
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,209 $1,860 $2,155 $4,605 $409 $1,260 $2,155 $4,605
---------------------------------------------------------------------------------------------------------------
ACCUMULATOR(R) PLUS/SM/
---------------------------------------------------------------------------------------------------------------
IF YOU DO NOT SURRENDER YOUR
IF YOU SURRENDER YOUR CONTRACT AT THE CONTRACT AT THE END OF THE APPLICABLE
END OF THE APPLICABLE TIME PERIOD TIME PERIOD
---------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
(a)assuming maximum fees and
expenses of any of the
Portfolios $1,293 $2,205 $3,155 $5,355 $493 $1,505 $2,555 $5,355
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $1,205 $1,947 $2,735 $4,581 $405 $1,247 $2,135 $4,581
---------------------------------------------------------------------------------------------------------------

FEE TABLE

(a)assuming maximum fees and
expenses of any of the
Portfolios N/A $1,873 $2,929 $5,728 $500 $1,523 $2,579 $5,378
------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios N/A $1,625 $2,529 $5,001 $415 $1,275 $2,179 $4,651
------------------------------------------------------------------------------------------------------------

For information on how your contract works under certain hypothetical
circumstances, please see Appendix V at the end of this Prospectus.

CONDENSED FINANCIAL INFORMATION

Please see Appendix I at the end of this Prospectus or the Statement of
Additional Information for the unit values and the number of units outstanding
as the end of the periods shown for each of the variable investment options
available as of December 31, 2012.

FEE TABLE

1. Contract features and benefits

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

HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

Additional contributions may not be permitted in your state. Please see
Appendix VIII later in this Prospectus to see if additional contributions are
permitted in your state.

The table in Appendix XI summarizes our current rules regarding contributions
to your contract, which rules are subject to change. 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. In some states, our
rules may vary. 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.

We currently limit aggregate contributions on your contract made after the
first contract year to 150% of first-year contributions (the "150% limit"). The
150% limit can be reduced or increased at any time upon advance notice to you.
Even if the aggregate contributions on your contract do not exceed the 150%
limit, we currently do not accept any contribution if: (i) the aggregate
contributions under one or more Accumulator(R) series contracts with the same
owner or annuitant would then total more than $1,500,000 ($500,000 for the same
owner or annuitant who is age 81 and older at contract issue); 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 that
we determine, including elected benefits, 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 VIII later in this Prospectus.

--------------------------------------------------------------------------------
THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING
CONTRACT BENEFITS. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER.
--------------------------------------------------------------------------------

OWNER AND ANNUITANT REQUIREMENTS

Under NQ contracts, the annuitant can be different from the owner. A joint
owner may also be named. Only natural persons can be joint owners. This means
that an entity such as a corporation cannot be a joint owner.

If the Spousal protection feature is available under your contract and is
elected, the spouses must be joint owners, one of the spouses must be the
annuitant and both must be named as the only primary beneficiaries. 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.

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

Under all IRA and Rollover TSA 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. This
option may not be available under your contract. See "Inherited IRA beneficiary
continuation contract" later in this section for Inherited IRA owner and
annuitant requirements.

Under QP contracts, the owner must be the qualified plan trust and the
annuitant must be the plan participant/employee. See Appendix II later in this
Prospectus for more information on QP contracts.

PURCHASE CONSIDERATIONS FOR A CHARITABLE REMAINDER TRUST

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS.)

If you are purchasing the contract to fund a charitable remainder trust and
elect either the Guaranteed minimum income benefit (''GMIB'') or an enhanced
death benefit, you should strongly consider ''split-funding'': that is the
trust holds investments in addition to this Accumulator(R) Series contract.
Charitable remainder trusts are required to take specific distributions. The
charitable remainder trust annual withdrawal requirement may be equal to a
percentage of the donated amount or a percentage of the current value of the
donated amount. If your Accumulator(R) Series contract is the only source for
such distributions, the payments you need to take may significantly reduce the
value of those guaranteed benefits. Such amount may be greater than the annual
increase in the GMIB, and/or the enhanced death benefit base. See the
discussion of these benefits later in this section.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

CONTRACT FEATURES AND BENEFITS

third-party checks endorsed to us except for rollover contributions, tax-free
exchanges or trustee checks that involve no refund. 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.

For your convenience, we will accept contributions by wire transmittal from
certain broker-dealers who have agreements with us for this purpose. Additional
contributions may also be made under our automatic investment program. These
methods of payment, including circumstances under which such contributions are
considered received by us when your order is taken by such broker-dealer, 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.
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

You can choose from among the variable investment options, the guaranteed
interest option, the fixed maturity options, and the account for special dollar
cost averaging (for Accumulator(R) and Accumulator(R) Elite/SM/ contracts.

VARIABLE INVESTMENT OPTIONS

CONTRACT FEATURES AND BENEFITS

PORTFOLIOS OF THE TRUSTS

The AXA Allocation Portfolios and the EQ/Franklin Templeton Allocation
Portfolio offer contract owners a convenient opportunity to invest in other
portfolios that are managed and have been selected for inclusion in the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio by AXA
Equitable Funds Management Group, LLC. AXA Advisors, LLC, an affiliated
broker-dealer of AXA Equitable, may promote the benefits of such Portfolios to
contract owners and/or suggest, incidental to the sale of the contract, that
contract owners consider whether allocating some or all of their account value
to such Portfolios is consistent with their desired investment objectives. In
doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of
interest insofar as AXA Equitable may derive greater revenues from the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio than
certain other Portfolios available to you under your contract. Please see
"Allocating your contributions" in "Contract features and benefits" for more
information about your role in managing your allocations.

As described in more detail in the underlying Portfolio prospectuses, the AXA
Allocation Portfolios, the EQ/Franklin Templeton Allocation Portfolio, and
certain other affiliated Portfolios use futures and options to reduce the
Portfolio's equity exposure during periods when certain market indicators
indicate that market volatility is high. This strategy is designed to reduce
the risk of market losses from investing in equity securities. However, this
strategy may result in periods of underperformance, including those when the
specified benchmark index is appreciating, but market volatility is high. As a
result, your account value may rise less than it would have without these
defensive actions. If you have the GMIB (or "Living Benefit"), the guaranteed
principal benefit or other guaranteed benefit, this strategy may also
indirectly suppress the value of the guaranteed benefit bases.

The investment strategies of the Portfolios are designed to reduce the overall
volatility of your account value. The reduction in volatility permits us to
more effectively and efficiently provide the guarantees under the contract.
This approach, while reducing volatility, may also suppress the investment
performance of your contract and the value of your guaranteed benefit bases.

-----------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST INVESTMENT MANAGER (OR
CLASS B SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE Seeks to achieve long-term capital appreciation. . AXA Equitable Funds
ALLOCATION Management Group, LLC
-----------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE Seeks to achieve a high level of current income. . AXA Equitable Funds
ALLOCATION Management Group, LLC
-----------------------------------------------------------------------------------------------------------
AXA Seeks to achieve current income and growth of capital, . AXA Equitable Funds
CONSERVATIVE-PLUS with a greater emphasis on current income. Management Group, LLC
ALLOCATION
-----------------------------------------------------------------------------------------------------------
AXA MODERATE Seeks to achieve long-term capital appreciation and . AXA Equitable Funds
ALLOCATION current income. Management Group, LLC
-----------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS Seeks to achieve long-term capital appreciation and . AXA Equitable Funds
ALLOCATION current income, with a greater emphasis on capital Management Group, LLC
appreciation.
-----------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

--------------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST INVESTMENT MANAGER (OR
CLASS B SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
--------------------------------------------------------------------------------------------------------------

MULTIMANAGER Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
AGGRESSIVE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. ClearBridge Investments,
LLC
. GCIC US Ltd.
. Marsico Capital
Management, LLC
. T. Rowe Price Associates,
Inc.
. Westfield Capital
Management Company, L.P.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE Seeks to achieve a balance of high current income and . BlackRock Financial
BOND capital appreciation, consistent with a prudent level of Management, Inc.
risk. . Pacific Investment
Management Company LLC
. SSgA Funds Management,
Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
INTERNATIONAL emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. EARNEST Partners, LLC
. J.P. Morgan Investment
Management Inc.
. Marsico Capital
Management, LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP CORE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Janus Capital Management,
LLC
. Thornburg Investment
Management, Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP VALUE emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Institutional Capital LLC
. MFS Investment Management
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP GROWTH emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
. Wellington Management
Company, LLP
--------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Diamond Hill Capital
Management, Inc.
. Knightsbridge Asset
Management, LLC
. Lord, Abbett & Co. LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks high total return through a combination of current . Pacific Investment
MULTI-SECTOR BOND income and capital appreciation. Management Company LLC
. Post Advisory Group, LLC
. SSgA Funds Management,
Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP GROWTH emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Lord, Abbett & Co. LLC
. Morgan Stanley Investment
Management Inc.
. NorthPointe Capital, LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
. Pacific Global Investment
Management Company
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital. . Allianz Global Investors
TECHNOLOGY U.S. LLC
. AXA Equitable Funds
Management Group, LLC
. SSgA Funds Management,
Inc.
. Wellington Management
Company, LLP

-------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST INVESTMENT MANAGER (OR
CLASS IB SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------

EQ/ALLIANCEBERNSTEIN Seeks to achieve long-term growth of capital. . AllianceBernstein L.P.
SMALL CAP GROWTH
-------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN Seeks to achieve long-term total return with an emphasis . AXA Equitable Funds
SMALL CAP VALUE on risk-adjusted returns and managing volatility in the Management Group, LLC
CORE Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
-------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC Seeks to achieve capital appreciation and secondarily, . BlackRock Investment
VALUE EQUITY income. Management, LLC
-------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS Seeks a combination of growth and income to achieve an . Boston Advisors, LLC
EQUITY INCOME above-average and consistent total return.
-------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

---------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST INVESTMENT MANAGER (OR
CLASS IB SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
---------------------------------------------------------------------------------------------------------------

EQ/CALVERT SOCIALLY Seeks to achieve long-term capital appreciation. . Calvert Investment
RESPONSIBLE Management Inc.
---------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. . Capital Guardian Trust
RESEARCH Company
---------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX approximates the total return performance of the Russell
3000 Index, including reinvestment of dividends, at a risk
level consistent with that of the Russell 3000 Index.
---------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX Seeks to achieve a total return before expenses that . AXA Equitable Funds
approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government/Credit Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with Inc.
that of the Barclays Intermediate U.S. Government/Credit
Index.
---------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK Seeks to achieve long-term growth of capital. . Davis Selected Advisers,
VENTURE L.P.
---------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks to achieve a total return before expenses that . 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/EQUITY GROWTH Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Capital
Management, Inc.
. BlackRock Investment
Management, LLC
---------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE Seeks to maximize income while maintaining prospects . AXA Equitable Funds
BALANCED for capital appreciation with an emphasis on risk-adjusted Management Group, LLC
returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
---------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN Primarily seeks capital appreciation and secondarily seeks . AXA Equitable Funds
TEMPLETON income. Management Group, LLC
ALLOCATION
---------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS Seeks to achieve capital appreciation. . GAMCO Asset Management,
AND ACQUISITIONS Inc.
---------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL Seeks to maximize capital appreciation. . GAMCO Asset Management,
COMPANY VALUE Inc.
---------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS Seeks to achieve capital growth and current income. . AXA Equitable Funds
Management Group, LLC
. BlackRock Investment
Management, LLC
. First International
Advisors, LLC
. Wells Capital Management,
Inc.
---------------------------------------------------------------------------------------------------------------
EQ/GLOBAL Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
MULTI-SECTOR emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. Morgan Stanley Investment
Management Inc.
---------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

----------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST INVESTMENT MANAGER (OR
CLASS IB SHARES SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
----------------------------------------------------------------------------------------------------------------

EQ/INTERMEDIATE Seeks to achieve a total return before expenses that . AXA Equitable Funds
GOVERNMENT BOND approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government Bond Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with Inc.
that of the Barclays Intermediate U.S. Government Bond
Index.
----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CORE PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Hirayama Investments, LLC
. WHV Investment Management
----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to achieve a total return (before expenses) that . AllianceBernstein L.P.
EQUITY INDEX approximates the total return performance of a composite
index comprised of 40% DJ EURO STOXX 50 Index, 25%
FTSE 100 Index, 25% TOPIX Index, and 10% S&P/ASX
200 Index, including reinvestment of dividends, at a risk
level consistent with that of the composite index.
----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to provide current income and long-term growth of . AXA Equitable Funds
VALUE PLUS income, accompanied by growth of capital with an Management Group, LLC
emphasis on risk-adjusted returns and managing volatility . BlackRock Investment
in the Portfolio. Management, LLC
. Northern Cross, LLC
----------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE Seeks to achieve long-term capital appreciation. . J.P. Morgan Investment
OPPORTUNITIES Management Inc.
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Institutional Capital LLC
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX approximates the total return performance of the Russell
1000 Growth Index, including reinvestment of dividends
at a risk level consistent with that of the Russell 1000
Growth Index.
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH Seeks to provide long-term capital growth with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Marsico Capital
Management, LLC
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE Seeks to achieve a total return before expenses that . SSgA Funds Management,
INDEX approximates the total return performance of the Russell Inc.
1000 Value Index, including reinvestment of dividends, at
a risk level consistent with that of the Russell 1000 Value
Index.
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
PLUS emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

EQ/LORD ABBETT Seeks to achieve capital appreciation and growth of . Lord, Abbett & Co. LLC
LARGE CAP CORE income with reasonable risk.
----------------------------------------------------------------------------------------------------------------
EQ/MFS Seeks to achieve capital appreciation. . Massachusetts Financial
INTERNATIONAL Services Company d/b/a
GROWTH MFS Investment Management
----------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX Seeks to achieve a total return before expenses that . SSgA Funds Management,
approximates the total return performance of the S&P Inc.
Mid Cap 400 Index, including reinvestment of dividends,
at a risk level consistent with that of the S&P Mid Cap
400 Index.
----------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
PLUS emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Wellington Management
Company, LLP
----------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve . The Dreyfus Corporation
its assets and maintain liquidity.
----------------------------------------------------------------------------------------------------------------
EQ/MONTAG & Seeks to achieve capital appreciation. . Montag & Caldwell, LLC
CALDWELL GROWTH
----------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY Seeks to achieve capital growth. . Morgan Stanley Investment
MID CAP GROWTH Management Inc.
----------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP Seeks to achieve capital appreciation, which may . AXA Equitable Funds
EQUITY occasionally be short-term, with an emphasis on risk Management Group, LLC
adjusted returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Mutual Advisers,
LLC
----------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER Seeks to achieve capital appreciation. . OppenheimerFunds, Inc.
GLOBAL
----------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA Seeks to generate a return in excess of traditional money . Pacific Investment
SHORT BOND market products while maintaining an emphasis on Management Company, LLC
preservation of capital and liquidity.
----------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS Seeks to achieve high current income consistent with . AllianceBernstein L.P.
moderate risk to capital.
----------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY Seeks to replicate as closely as possible (before expenses) . AllianceBernstein L.P.
INDEX the total return of the Russell 2000 Index.
----------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE Seeks to achieve long-term capital appreciation and . T. Rowe Price Associates,
GROWTH STOCK secondarily, income. Inc.
----------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL Seeks to achieve long-term capital growth with an . AXA Equitable Funds
EQUITY emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Templeton Investment
Counsel, LLC
----------------------------------------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

EQ/UBS GROWTH AND Seeks to achieve total return through capital appreciation . UBS Global Asset
INCOME with income as a secondary consideration. Management (Americas) Inc.
---------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN Seeks to achieve capital growth and income. . Invesco Advisers, Inc.
COMSTOCK
---------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO Seeks to achieve long-term capital growth. . Wells Capital Management,
OMEGA GROWTH Inc.
---------------------------------------------------------------------------------------------------------------

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUSTS
CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN
COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-789-7771.

CONTRACT FEATURES AND BENEFITS

GUARANTEED INTEREST OPTION

The guaranteed interest option is part of our general account and pays interest
at guaranteed rates. We discuss our general account under "More information"
later in this Prospectus.

We credit interest daily to amounts in the guaranteed interest option. There
are three levels of interest in effect at the same time in the guaranteed
interest option:

(1)the minimum interest rate guaranteed over the life of the contract,

(2)the yearly guaranteed interest rate for the calendar year, and

(3)the current interest rate.

We set current interest rates periodically based on our discretion and
according to our procedures that we have in effect at the time. We reserve the
right to change these procedures. All interest rates are effective annual
rates, but before deduction of annual administrative charges, any withdrawal
charges and any optional benefit charges. See Appendix VIII later in this
Prospectus for state variations.

Depending on the state where your contract was issued, your lifetime minimum
ranges from 1.50% to 3.00%. The data page for your contract shows the lifetime
minimum rate. Check with your financial professional as to which rate applies
in your state. The minimum yearly rate will never be less than the lifetime
minimum rate. The minimum yearly rate for 2013 is 1.50%, 2.25%, 2.75% or 3.00%,
depending on your lifetime minimum rate. Current interest rates will never be
less than the yearly guaranteed interest rate.

FIXED MATURITY OPTIONS

We may offer fixed maturity options with maturity dates ranging from one to ten
years. Also, we reserve the right to discontinue offering fixed maturity
options at any time. We will not accept allocations to a fixed maturity option
if, on the date the contribution or transfer is to be applied, the rate to
maturity is 3%. This means that, at any given time, we may not offer fixed
maturity options with all ten possible maturity dates. You can allocate your
contributions to one or more of these fixed maturity options, however, you may
not have more than 12 different maturities running during any contract year.
This limit includes any maturities that have had any allocation or transfers,
even if the entire amount is withdrawn or transferred during the contract year.
These amounts become part of a non-unitized separate account. Interest is
earned at a guaranteed rate we set for each fixed maturity option, based on our
discretion and according to our procedures ("rate to maturity"). The total
amount you allocate to and accumulate in each fixed maturity option is called
the "fixed maturity amount." The fixed maturity options are not available in
all states. Check with your financial professional or see Appendix VIII later
in this Prospectus to see if fixed maturity options are available in your state.

Under the Special 10 year fixed maturity option (which is available only under
contracts that offer GPB Option 2), additional contributions will have the same
maturity date as your initial contribution (See "The guaranteed principal
benefits," below). The Special 10 year fixed maturity option will no longer be
available upon maturity of the current Special 10 year fixed maturity option in
September 2013. The rate to maturity you will receive for each additional
contribution is the rate to maturity in effect for new contributions allocated
to that fixed maturity option on the date we apply your contribution.

FIXED MATURITY OPTIONS AND MATURITY DATES. We may offer fixed maturity options
with maturity dates ranging from one to ten years. Not all of these fixed
maturity options will be available for annuitant ages 76 and older. See
"Allocating your contributions" below.

Each new contribution is applied to a new fixed maturity option. When you
applied for an Accumulator(R) Series contract, a 60-day rate lock-in was
applied from the date the application was signed. Any contributions received
and designated for a fixed maturity option during that period received the then
current fixed maturity option rate or the rate that was in effect on the date
that the application was signed, whichever had been greater. There is no rate
lock available for subsequent contributions to the contract after 60 days,
transfers from any of the variable investment options or the guaranteed
interest option into a fixed maturity option or transfers from one fixed
maturity option to another.

YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days
before each of your fixed maturity options is scheduled to mature. At that
time, you may choose to have one of the following take place on the maturity
date, as long as none of the restrictive conditions listed in "Allocating your
contributions," below would apply:

(a)transfer the maturity value into another available fixed maturity option,
one or more of the variable investment options or the guaranteed interest
option; or

(b)withdraw the maturity value (there may be a withdrawal charge).

CONTRACT FEATURES AND BENEFITS

a market value adjustment, which will increase or decrease any fixed maturity
amount you have in that fixed maturity option. A market value adjustment will
also apply if amounts in a fixed maturity option are used to purchase any
annuity payment option prior to the maturity date and may apply on payment of a
death benefit. The market value adjustment, positive or negative, resulting
from a withdrawal or transfer (including a deduction for withdrawal charges, if
any) of a portion of the amount in the fixed maturity option will be a
percentage of the market value adjustment that would apply if you were to
withdraw the entire amount in that fixed maturity option. The market value
adjustment applies to the amount remaining in a fixed maturity option and does
not reduce the actual amount of a withdrawal. The amount applied to an annuity
payout option will reflect the application of any applicable market value
adjustment (either positive or negative). We only apply a positive market value
adjustment to the amount in the fixed maturity option when calculating any
death benefit proceeds under your contract. The amount of the adjustment will
depend on two factors:

(b)the length of time remaining until the maturity date.

We provide an illustration of the market adjusted amounts of specified maturity
values, an explanation of how we calculate the market value adjustment, and
information concerning our general account and investments purchased with
amounts allocated to the fixed maturity options, in "More information" later in
this Prospectus. Appendix III at the end of this Prospectus provides an example
of how the market value adjustment is calculated.

ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/
CONTRACTS.)

We guarantee to pay our current interest rate that is in effect on the date
that your contribution is allocated to this account. Your guaranteed interest
rate for the time period you selected was shown in your contract for an initial
contribution. The rate will never be less than the lifetime minimum rate for
the guaranteed interest option. See "Allocating your contributions" below for
rules and restrictions that apply to the special dollar cost averaging program.

ALLOCATING YOUR CONTRIBUTIONS

You may choose from among three ways to allocate your contributions under your
contract: self-directed, the guaranteed principal benefits (at contract issue
only), or dollar cost averaging. Subsequent contributions are allocated
according to instructions on file unless you provide new instructions.

SELF-DIRECTED ALLOCATION

You may allocate your contributions to one or more, or all, of the variable
investment options, the guaranteed interest option (subject to restrictions in
certain states -- see Appendix VIII later in this Prospectus for state
variations) and fixed maturity options. Allocations must be in whole
percentages and you may change your allocations at any time. No more than 25%
of any contribution may be allocated to the guaranteed interest option. If you
are an existing contract owner, this restriction may not apply. The total of
your allocations into all available investment options must equal 100%. If the
annuitant is age 76-80, you may allocate contributions to fixed maturity
options with maturities of seven years or less. If the annuitant is age 81 or
older, you may allocate contributions to fixed maturity options with maturities
of five years or less. Also you may not allocate amounts to fixed maturity
options with maturity dates that are later than the date annuity payments are
to begin.

THE GUARANTEED PRINCIPAL BENEFITS (INCLUDING PRINCIPAL ASSURANCE)

We offered a Guaranteed principal benefit ("GPB") with two options. See
Appendix VIII later in this Prospectus for more information on state
availability and Appendix IX for contract variation and/or availability of
these benefits. You could only elect one of the GPBs. Neither GPB was available
under Inherited IRA contracts. We did not offer either GPB when the rate to
maturity for the applicable fixed maturity option was 3%. Both GPB options
allow you to allocate a portion of your total contributions to the variable
investment options, while ensuring that your account value will at least equal
your contributions adjusted for withdrawals and transfers on a specified date.
GPB Option 2 generally provides you with the ability to allocate more of your
contributions to the variable investment options than could be allocated using
GPB Option 1 (also known as Principal assurance). If you elected either GPB,
you could not elect the Guaranteed minimum income benefit, Principal
Protector/SM/, the systematic withdrawals option or the substantially equal
withdrawals

CONTRACT FEATURES AND BENEFITS

option. However, certain contract owners who elected GPB are not subject to
these restrictions. See Appendix IX for information on what applies under your
contract.

You could elect GPB Option 1 only if the annuitant was age 80 or younger when
the contract was issued (after age 75, only the 7-year fixed maturity option
was available; for QP the annuitant must be age 70 or younger when the contract
was issued). You could elect GPB Option 2 only if the annuitant was age 75 (70
for QP contracts) or younger when the contract was issued. GPB Option 2 is not
available for purchase with any Flexible Premium IRA contract whether
traditional or Roth. If you purchased an IRA, QP or Rollover TSA contract,
before you either purchased GPB Option 2 or elected GPB Option 1 with a
maturity year that would extend beyond the year in which you will reach age
70 1/2, you should have considered whether your value in the variable
investment options, guaranteed interest option and permissible funds outside
the contract are sufficient to meet your required minimum distributions. See
"Tax information" later in this Prospectus. If you elected GPB Option 2 and
change ownership of the contract, GPB Option 2 will automatically terminate,
except under certain circumstances. See "Transfers of ownership, collateral
assignments, loans and borrowing" in "More information," later in this
Prospectus for more information.

GUARANTEED PRINCIPAL BENEFIT OPTION 1 (UNDER CERTAIN CONTRACTS, THIS FEATURE IS
CALLED "PRINCIPAL ASSURANCE"). GPB Option 1 was available at contract issue
only. Under GPB Option 1, you selected a fixed maturity option at the time you
signed your application. We specified a portion of your initial contribution
(plus, for Accumulator(R) Plus/SM/ contracts, any applicable portion of the
credit we pay) and allocated it to that fixed maturity option in an amount that
will cause the maturity value to equal the amount of your entire initial
contribution (plus, for Accumulator(R) Plus/SM/ contracts, any credit paid
under your contract) on the fixed maturity option's maturity date. The
percentage of your contribution allocated to the fixed maturity option was
calculated based upon the rate to maturity then in effect for the fixed
maturity option you chose. Your contract contains information on the amount of
your contribution allocated to the fixed maturity option. The maturity date you
selected generally could not be later than 10 years, or earlier than 7 years
from your contract date. If you were to make any withdrawals or transfers from
the fixed maturity option before the option's maturity date, the amount in the
fixed maturity option will be adjusted and may no longer grow to equal your
initial contribution under GPB Option 1. You allocated the remainder of your
initial contribution to the variable investment options and guaranteed interest
option however you chose, as permitted under your contract (unless you elected
a dollar cost averaging program, in which case the remainder of your initial
contribution was allocated to the dollar cost averaging program). Upon the
maturity date of the fixed maturity option, you will be provided with the same
notice and the same choices with respect to the maturity value as described
above under "Your choices at the maturity date." There is no charge for GPB
Option 1.

FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY: If GPB option 1 continues under the
successor owner/ annuitant feature, the account value will be reduced by the
amount of any Credit attributable to any contributions made within one year of
your death. If any portion of the Credit must be recovered from the fixed
maturity option selected under GPB Option 1, the amount in the fixed maturity
option may not grow to equal your initial contribution plus any applicable
credit under GPB option 1.

GUARANTEED PRINCIPAL BENEFIT OPTION 2. GPB Option 2 was only available at
contract issue. IF YOU PURCHASED GPB OPTION 2, YOU MAY NOT MAKE ADDITIONAL
CONTRIBUTIONS TO YOUR CONTRACT AFTER SIX MONTHS FROM THE CONTRACT ISSUE DATE OR
AT ANY EARLIER TIME IF AT SUCH TIME THE THEN APPLICABLE RATE TO MATURITY ON THE
SPECIAL 10 YEAR FIXED MATURITY OPTION IS 3%. The Special 10 year fixed maturity
option will no longer be available upon maturity of the current special 10 year
fixed maturity option in September 2013. Therefore, any discussion in this
Prospectus that involves any additional contributions after the first six
months will be inapplicable. This feature was not available under all contracts.

We have specified the portion of your initial contribution (including, for
Accumulator(R) Plus/SM/ contracts, any applicable portion of the credit we
pay), and any additional permitted contributions, to be allocated to a Special
10 year fixed maturity option. Your contract contains information on the
percentage of applicable contributions allocated to the Special 10 year fixed
maturity option. You may allocate the rest of your contributions among the
investment options (other than the Special 10 year fixed maturity option)
however you choose, as permitted under your contract and other than the
Investment simplifier (unless you elect a dollar cost averaging program, in
which case all contributions, other than amounts allocated to the Special 10
year fixed maturity option, must be allocated to the dollar cost averaging
program). The Special 10 year fixed maturity option will earn interest at the
specified rate to maturity then in effect.

If on the 10th contract date anniversary, your annuity account value is less
than the amount that is guaranteed under GPB Option 2, we will increase your
annuity account value to be equal to the guaranteed amount under GPB Option 2.
Any such additional amounts added to your annuity account value will be
allocated to the EQ/Money Market investment option. After the maturity date of
the Special 10 year fixed maturity option, the guarantee under GPB Option 2
will terminate. Upon the maturity date of the Special 10 year fixed maturity
option, you will be provided with the same notice and the same choices with
respect to the maturity value as described above under "Your choices at the
maturity date." The guaranteed amount under GPB Option 2 is equal to your
initial contribution adjusted for any additional permitted contributions
(excluding, for Accumulator(R) Plus/SM/ contracts, any credit applied to your
contract), transfers out of the Special 10 year fixed maturity option and
withdrawals from the contract (see "How withdrawals (and transfers out of the
Special 10 year fixed maturity option) affect your Guaranteed minimum income
benefit, Guaranteed minimum death benefit and Guaranteed principal benefit
option 2" in "Accessing your money" later in this Prospectus). Any transfers or
withdrawals from the Special 10 year fixed maturity option will also be subject
to a market value adjustment (see "Market value adjustment" under "Fixed
maturity options" above in this section).

If you purchased the Guaranteed principal benefit option 2, you cannot
voluntarily terminate this benefit. GPB Option 2 will terminate if the contract
terminates before the maturity date of the Special 10 year fixed maturity
option. If the owner and the annuitant are different people and the owner dies
before the maturity date of the Special 10 year fixed maturity option, we will
continue GPB Option 2 only if the contract can continue through the maturity
date of the Special 10 year fixed maturity option. If the contract cannot so
continue, we will terminate GPB Option 2. GPB Option 2 will continue where
there is a successor owner/annuitant.

CONTRACT FEATURES AND BENEFITS

FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY: However, the account value will be
reduced by the amount of any Credit attributable to any contributions made
within one year of your death. If any portion of the Credit must be recovered
from the Special 10-year fixed maturity option, the fixed maturity amount would
be affected; however, the guaranteed amount under GPB option 2 will not be
affected. GPB Option 2 will terminate upon the exercise of the beneficiary
continuation option.

See "Payment of death benefit" later in this Prospectus for more information
about the continuation of the contract after the death of the owner and/or the
annuitant.

There is a fee associated with GPB Option 2 (see "Charges and expenses" later
in this Prospectus). You should note that the purchase of GPB Option 2 would
not have been appropriate if you wanted to make additional contributions to
your contract beyond the first six months after your contract was issued. If
you later decide that you would like to make additional contributions to the
Accumulator(R) Series contract, we may permit you to purchase another contract.
If we do, however, you should note that we do not reduce or waive any of the
charges on the new contract, nor do we guarantee that the features available
under the contract will be available under the new contract. This means that
you might end up paying more with respect to certain charges than if you had
simply purchased a single contract (for example, the administrative charge).

The purchase of GPB Option 2 also would not have been appropriate if you
planned on terminating your contract before the maturity date of the Special 10
year fixed maturity option. In addition, because we prohibit contributions to
your contract after the first six months, certain contract benefits that are
dependent upon contributions or account value will be limited (for example, the
amount of your credit (for Accumulator(R) Plus/SM/ contracts), the Guaranteed
death benefits and Protection Plus). You should also note that if you intended
to allocate a large percentage of your contributions to the guaranteed interest
option or other fixed maturity options, the purchase of GPB Option 2 would not
have been appropriate because of the guarantees already provided by these
options. In addition, for Accumulator(R) Plus/SM/ contracts, please note that
GPB Option 2 protects only contributions (not including the credit), and
therefore your account value would have to decline in an amount greater than
the credit in order for the benefit to apply. An example of the effect of GPB
Option 1 and GPB Option 2 on your annuity contract is included in Appendix VI
later in this Prospectus.

DOLLAR COST AVERAGING

We offer a variety of dollar cost averaging programs. You may only participate
in one program at a time. Each program allows you to gradually allocate amounts
to available investment options by periodically transferring approximately the
same dollar amount to the investment options you select. Regular allocations to
the variable investment options will cause you to purchase more units if the
unit's value is low and fewer units if the unit's value is high. Therefore, you
may get a lower average cost per unit over the long term. These plans of
investing, however, do not guarantee that you will earn a profit or be
protected against losses. You may not make transfers to the fixed maturity
options or the guaranteed interest option.

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM
/CONTRACTS)

You may have your account value transferred to any of the variable investment
options available under your contract. We will transfer amounts from the
account for special dollar cost averaging into the variable investment options
over an available time period that you select. We offer time periods of 3, 6 or
12 months, during which you will receive an enhanced interest rate. We may also
offer other time periods. Your financial professional can provide information
on the time periods and interest rates currently available in your state, or
you may contact our processing office. If the special dollar cost averaging
program is selected at the time of application to purchase the Accumulator(R)
Series contract, a 60 day rate lock will apply from the date of application.
Any contribution(s) received during this 60 day period will be credited with
the interest rate offered on the date of application for the remainder of the
time period selected at application. Any contribution(s) received after the 60
day rate lock period ended will be credited with the then current interest rate
for the remainder of the time period selected at application. Contribution(s)
made to a special dollar cost averaging program selected after the
Accumulator(R) Series contract has been issued will be credited with the then
current interest rate on the date the contribution is received by AXA Equitable
for the time period initially selected by you. Once the time period you
selected has run, you may then select another time period for future
contributions. At that time, you may also select a different allocation for
transfers to the variable investment options, or, if you wish, we will continue
to use the selection that you have previously made. Currently, your account
value will be transferred from the account for special dollar cost averaging
into the variable investment options on a monthly basis. We may offer this
program in the future with transfers on a different basis.

If you choose to allocate only a portion of an eligible contribution to the
account for special dollar cost averaging, the remaining balance

CONTRACT FEATURES AND BENEFITS

of that contribution will be allocated to the variable investment options,
guaranteed interest option or fixed maturity options according to your
instructions.

(THIS SECTION ONLY APPLIES TO ACCUMULATOR(R) SELECT/SM/ CONTRACTS)

12 MONTH DOLLAR COST AVERAGING PROGRAM. You may dollar cost average from the
EQ/Money Market option into any of the other variable investment options. You
may elect to participate in the 12 month dollar cost averaging program at any
time subject to the age limitation on contributions described earlier in this
Prospectus. Contributions into the account for 12 month dollar cost averaging
may not be transfers from other investment options. You must allocate your
entire initial contribution into the EQ/Money Market option if you are
selecting the 12 month dollar cost averaging program at application to purchase
an Accumulator(R) Select/SM/ contract; thereafter, initial allocations to any
new 12 month dollar cost averaging program time period must be at least $2,000
and any subsequent contribution to that same time period must be at least $250.
You may only have one time period in effect at any time. We will transfer your
value in the EQ/Money Market option into the other variable investment options
that you select over the next 12 months or such other period we may offer. Once
the time period then in effect has run, you may then select to participate in
the dollar cost averaging program for an additional time period. At that time,
you may also select a different allocation for transfers to the variable
investment options, or, if you wish, we will continue to use the selection that
you have previously made.

Currently, the transfer date will be the same day of the month as the contract
date, but not later than the 28th. For a 12 month dollar cost averaging program
selected after application, the first transfer date and each subsequent
transfer date for the time period selected will be one month from the date the
first contribution is made into the 12 month dollar cost averaging program, but
not later than the 28th of the month. All amounts will be transferred out by
the end of the time period then in effect. Under this program we will not
deduct the mortality and expense risks, administrative, and distribution
charges from assets in the EQ/Money Market option.

GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market
option is at least $5,000, you may choose, at any time, to have a specified
dollar amount or percentage of your value transferred from that option to the
other variable investment options. You can select to have transfers made on a
monthly, quarterly or annual basis. The transfer date will be the same calendar
day of the month as the contract date, but not later than the 28th day of the
month. You can also specify the number of transfers or instruct us to continue
making the transfers until all amounts in the EQ/Money Market option have been
transferred out. The minimum amount that we will transfer each time is $250.

INVESTMENT SIMPLIFIER

FIXED-DOLLAR OPTION. Under this option, you may elect to have a fixed-dollar
amount transferred out of the guaranteed interest option and into the variable
investment options of your choice. Transfers may be made on a monthly,
quarterly or annual basis. You can specify the number of transfers or instruct
us to continue to make transfers until all available amounts in the guaranteed
interest option have been transferred out.

In order to elect the fixed-dollar option, you must have a minimum of $5,000 in
the guaranteed interest option on the date we receive your election form at our
processing office. The transfer date will be the same calendar day of the month
as the contract date but not later than the 28th day of the month. The minimum
transfer amount is $50. Unlike the account for special dollar cost averaging
(available only with Accumulator(R) and Accumulator(R) Elite/SM/ contracts
only), this option does not offer enhanced rates. Also, this option is subject
to the guaranteed interest option transfer limitations described under
"Transferring your account value" in "Transferring your money among investment
options" later in this Prospectus. While the program is running, any transfer
that exceeds those limitations will cause the program to end for that contract
year. You will be notified. You must send in a request form to resume the
program in the next or subsequent contract years.

INTEREST SWEEP OPTION. Under this option, you may elect to have monthly
transfers from amounts in the guaranteed interest option into the variable
investment options of your choice. The transfer date will be the last business
day of the month. The amount we will transfer will be the interest credited to
amounts you have in the guaranteed interest option from the last business day
of the prior month to the last business day of the current month. You must have
at least $7,500 in the guaranteed interest option on the date we receive your
election. On the last day of each month, we check to see whether you have at
least $7,500 in the guaranteed interest option. We will automatically cancel
the interest sweep program if the amount in the guaranteed interest option is
less than $7,500 on the last day of the month for two months

CONTRACT FEATURES AND BENEFITS

in a row. For the interest sweep option, the first monthly transfer will occur
on the last business day of the month following the month that we receive your
election form at our processing office.

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

You may not currently participate in any dollar cost averaging program if you
are participating in the Option II rebalancing program. For Accumulator(R)
Plus/SM/ and Accumulator(R) Select/SM/ contracts, only investment simplifier is
available with the Option I rebalancing program. For Accumulator(R) and
Accumulator(R) Elite/SM/ contracts, under the Option 1 rebalancing program you
may participate in any of the dollar cost averaging programs except general
dollar cost averaging. If you elect a GPB, you may also elect the 12 month
dollar cost averaging program (for Accumulator(R) Select/SM/ contracts only) or
General dollar cost averaging program. If you elect either of these programs,
everything other than amounts allocated to the fixed maturity option under the
GPB must be allocated to that dollar cost averaging program. You may still
elect the Investment simplifier for amounts transferred from investment options
(other than the fixed maturity option under the GPB you have elected), and, for
GPB Option 1, you may also elect Investment simplifier for subsequent
contributions. You may only participate in one dollar cost averaging program at
a time. See "Transferring your money among investment options" later in this
Prospectus. Also, for information on how the dollar cost averaging program you
select may affect certain guaranteed benefits see "Guaranteed minimum death
benefit and Guaranteed minimum income benefit (or the "Living Benefit") base"
below.

We do not deduct a transfer charge for any transfer made in connection with our
dollar cost averaging and Investment Simplifier programs. Not all dollar cost
averaging programs are available in all states. See Appendix VIII later in this
Prospectus for more information on state availability.

CREDITS (FOR ACCUMULATOR(R) PLUS/SM/ CONTRACTS ONLY)

A credit will also be allocated to your account value at the same time that we
allocate your contribution. Credits are allocated to the same investment
options based on the same percentages used to allocate your contributions. If
you elected Principal Protector/SM/ the credit amounts attributable to your
contributions are not included for purposes of calculating your Guaranteed
withdrawal benefit ("GWB") (see "Principal Protector/SM/" later in this
Prospectus for more information) benefit base.

The amount of the credit will be 4%, 4.5% or 5% of each contribution based on
the following breakpoints and rules:

-------------------------------------------------------
CREDIT PERCENTAGE
FIRST YEAR TOTAL CONTRIBUTIONS/(1)/ APPLIED TO
BREAKPOINTS CONTRIBUTIONS/(2)/
-------------------------------------------------------

Less than $500,000 4%
-------------------------------------------------------
$500,000-$999,999.99 4.5%
-------------------------------------------------------
$1 million or more 5%
-------------------------------------------------------

(1)First year total contributions means your total contributions made in the
first contract year.
(2)If you already own an Accumulator(R) Plus contract, the credit percentages
applied to your contributions may be higher. See Appendix IX for the credit
percentages that apply to your contract.

The percentage of the credit is based on your first year total contributions.
If you purchased GPB Option 2, you may not make additional contributions after
the first six months. This credit percentage is credited to your initial
contribution and each additional contribution made in the first contract year
(after adjustment as described below), as well as those in the second and later
contract years. The credit is applied to an additional contribution only to the
extent that the sum of that contribution and all prior contributions to which
no Credit was applied exceeds the total withdrawals made from the contract
since the issue date./(1)/ Although the credit, as adjusted at the end of the
first contract year, is based upon first year total contributions, the
following rules affect the percentage with which contributions made in the
first contract year are credited during the first contract year:

.. Indication of intent: If you indicated in the application at the time you
purchased your contract an intention to make additional contributions to
meet one of the breakpoints (the "Expected First Year Contribution Amount")
and your initial contribution was at least 50% of the Expected First Year
Contribution Amount, your credit percentage is as follows:

-- For any contributions resulting in total contributions to date less than
or equal to your Expected First Year Contribution Amount, the credit
percentage is the percentage that applies to the Expected First Year
Contribution Amount based on the table above.

-- For any subsequent contribution that results in your total contributions
to date exceeding your Expected First Year Contribution Amount, such that
the credit percentage should have been higher, we will increase the
credit percentage applied to that contribution, as well as any prior or
subsequent contributions made in the first contract year, accordingly.

-- The "Indication of intent" approach to first year contributions is not
available in all states. Please see Appendix VIII later in this
Prospectus for information on state availability.

.. No indication of intent:

-- For your initial contribution (if available in your state), we applied
the credit percentage based upon the above table.

-------------
(1)See Appendix IX later in this Prospectus for contract variations.
(2)The amount we return to you upon exercise of this right to cancel will not
include any credit or the amount of charges deducted prior to cancellation
but will reflect, except in states where we are required to return the
amount of your contributions, any investment gain or loss in the variable
investment options associated with your contributions and with the full
amount of the credit.

CONTRACT FEATURES AND BENEFITS

In addition to the recovery of any Excess Credit, we will recover all of the
credit or a portion of the credit in the following situations:

.. If you exercise your right to cancel the contract, we will recover the
entire credit made to your contract (see "Your right to cancel within a
certain number of days" later in this Prospectus)/(2)/

.. If you start receiving annuity payments within three years of making any
contribution, we will recover the credit that applies to any contribution
made within the prior three years. Please see Appendix VIII later in this
Prospectus for information on state variations.

.. If the annuitant dies during the one-year period following our receipt of a
contribution to which a credit was applied, we will recover the amount of
such Credit./(1)/ See "Guaranteed principal benefit option 1" and
"Guaranteed principal benefit option 2" earlier in this section;
"Guaranteed minimum death benefit,""Principal Protector/SM/" and
"Protection Plus/SM/" later in this section; and "Your beneficiary and
payment of benefit"; "Successor owner and annuitant"; "Spousal protection";
and "Beneficiary continuation option" in "Payment of death benefit," later
in this Prospectus.

We will recover any credit on a pro rata basis from the value in your variable
investment options and guaranteed interest option. If there is insufficient
value or no value in the variable investment options and guaranteed interest
option, the fixed maturity options in order of the earliest maturing date(s),
any additional amount of the withdrawal required or the total amount of the
withdrawal will be withdrawn from the Special 10 year fixed maturity option (if
applicable). A market value adjustment may apply to withdrawals from the fixed
maturity options.

We do not consider credits to be contributions for purposes of any discussion
in this Prospectus. Credits are also not considered to be part of your
investment in the contract for tax purposes.

We use a portion of the mortality and expense risks charge and withdrawal
charge to help recover our cost of providing the credit. See "Charges and
expenses" later in this Prospectus. The charge associated with the credit may,
over time, exceed the sum of the credit and any related earnings. You should
have considered this possibility before you purchased the contract.

GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

The Guaranteed minimum death benefit base and Guaranteed minimum income benefit
base (hereinafter, in this section called your "benefit base") are used to
calculate the Guaranteed minimum income benefit (known as the "Living Benefit"
under certain existing contracts) and the death benefits, as described in this
section. The benefit base for the Guaranteed minimum income benefit and an
enhanced death benefit will be calculated as described below in this section
whether these options are elected individually or in combination. Your benefit
base is not an account value or a cash value. See also "Guaranteed minimum
income benefit option" and "Guaranteed minimum death benefit" below.

STANDARD DEATH BENEFIT. Your benefit base is equal to:

.. your initial contribution and any additional contributions to the contract;
less

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under "How withdrawals (and transfers out of the Special 10 year fixed
maturity option) affect your Guaranteed minimum income benefit, Guaranteed
minimum death benefit and Guaranteed principal benefit option 2" in
"Accessing your money" later in this Prospectus. The amount of any
withdrawal charge is described under "Withdrawal charge" in "Charges and
expenses" later in the Prospectus.

6% (OR 5%) ROLL-UP TO AGE 85 (USED FOR THE 6% ROLL-UP TO AGE 85 ENHANCED DEATH
BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 ENHANCED DEATH
BENEFIT OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE
GUARANTEED MINIMUM INCOME BENEFIT). Your benefit base is equal to:

.. your initial contribution and any additional contributions to the contract;
plus

.. daily roll-up; less

.. a deduction that reflects any withdrawals you make (including any
applicable withdrawal charges). The amount of this deduction is described
under "How withdrawals (and transfers out of the Special 10 year fixed
maturity option) affect your Guaranteed minimum income benefit, Guaranteed
minimum death benefit and Guaranteed principal benefit option 2" in
"Accessing your money" and the section entitled "Charges and expenses"
later in this Prospectus. The amount of any withdrawal charge is described
under "Withdrawal charge" in "Charges and expenses" later in the Prospectus.

The effective annual roll-up rate credited to this benefit base is:

.. 6% (or 5%) with respect to the variable investment options (other than
EQ/Intermediate Government Bond and EQ/Money Market) and, for
Accumulator(R) Select/SM/ contracts, monies allocated to the 12 month
dollar cost averaging program, and, for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts, the account for special dollar cost averaging; the
effective annual rate is 4% in Washington. Please see Appendix VIII later
in this Prospectus to see what roll-up rate applies in your state or
Appendix IX for what applies to your contract; and

.. 3% with respect to the EQ/Intermediate Government Bond and EQ/Money Market,
the fixed maturity options, the Special 10 year fixed maturity option, the
guaranteed interest option and the loan reserve account under Rollover TSA
(if applicable).

The benefit base stops rolling up after the contract date anniversary following
the annuitant's 85th birthday.

Please see "Our administrative procedures for calculating your Roll-Up benefit
base following a transfer" later in the Prospectus for more information about
how we calculate your Roll-Up benefit base when you transfer account values
between investment options with a higher Roll-Up rate (4-6%) and investment
options with a lower Roll-Up rate (3%).

ANNUAL RATCHET TO AGE 85 (USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT AND THE GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL
RATCHET TO AGE 85 ENHANCED DEATH BENEFIT AND FOR THE GUARANTEED MINIMUM

CONTRACT FEATURES AND BENEFITS

INCOME BENEFIT). If you have not taken a withdrawal from your contract, your
benefit base is equal to the greater of either:

.. your initial contribution to the contract (plus any additional
contributions),

If you have taken a withdrawal from your contract, your benefit base will be
reduced from the amount described above. See "How withdrawals (and transfers
out of the Special 10 year fixed maturity option) affect your Guaranteed
minimum income benefit, Guaranteed minimum death benefit and Guaranteed
principal benefit option 2" in "Accessing your money" later in this Prospectus.
The amount of any withdrawal charge is described under "Withdrawal charge" in
"Charges and expenses" later in this Prospectus. At any time after a
withdrawal, your benefit base is equal to the greater of either:

.. your benefit base immediately following the most recent withdrawal (plus
any additional contributions made after the date of such withdrawal),

GREATER OF THE 6% (OR 5%) ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85
ENHANCED DEATH BENEFIT AND THE GUARANTEED MINIMUM INCOME BENEFIT. Your benefit
base is equal to the greater of the benefit base computed for the 6% (or 5%)
Roll-Up to age 85 or the benefit base computed for the Annual Ratchet to age
85, as described immediately above. For the Guaranteed minimum income benefit,
the benefit base is reduced by any applicable withdrawal charge remaining when
the option is exercised. For more information, see "Withdrawal charge" in
"Charges and expenses" later in the Prospectus.

GUARANTEED MINIMUM DEATH BENEFIT/GUARANTEED MINIMUM INCOME BENEFIT ROLL-UP
BENEFIT BASE RESET. If both the Guaranteed minimum income benefit AND the
Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced
death benefit (the "Greater of enhanced death benefit") are elected, you may
reset the Roll-Up benefit base for these guaranteed benefits to equal the
account value as of the 5th or later contract date anniversary. The reset
amount would equal the account value as of the contract date anniversary on
which you reset your Roll-Up benefit base. The 6% Roll-Up continues to age 85
on any reset benefit base.

We will send you a notice in each year that the Roll-Up benefit base is
eligible to be reset, and you will have 30 days from your contract date
anniversary to reset your Roll-Up benefit base. Each time you reset the Roll-Up
benefit base your Roll-Up benefit will not be eligible for another reset for
five years. If after your death your spouse continues the contract as Successor
owner/annuitant, the benefit base will be eligible to be reset either five
years from the contract date or from the last reset date, if applicable. The
last age at which the benefit base is eligible to be reset is annuitant age 75.

The Roll-Up benefit base for both the Greater of enhanced death benefit and the
Guaranteed minimum income benefit are reset simultaneously when you request a
Roll-Up benefit base reset. You cannot elect a Roll-Up benefit base reset for
one benefit and not the other.

For information about whether the Guaranteed death benefit/ Guaranteed minimum
income benefit roll-up benefit base reset is available under your contract,
please see Appendix IX later in this Prospectus. The availability of the
Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up
benefit base reset is also subject to state approval. Please contact see
Appendix VIII for more information about availability in your state.

ANNUITY PURCHASE FACTORS

Annuity purchase factors are the factors applied to determine your periodic
payments under the Guaranteed minimum income benefit and annuity payout
options. The Guaranteed minimum income benefit is discussed under "Guaranteed
minimum income benefit option" below and annuity payout options are discussed
under "Your annuity payout options" in "Accessing your money" later in this
Prospectus. Your contract specifies different guaranteed annuity purchase
factors for the Guaranteed minimum income benefit and the annuity payout
options. We may provide more favorable current annuity purchase factors for the
annuity payout options. Annuity purchase factors are based on interest rates,
mortality tables, frequency of payments, the form of annuity benefit, and the
annuitant's (and any joint annuitant's) age and sex in certain instances.

GUARANTEED MINIMUM INCOME BENEFIT OPTION/(1)/

(DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT, THIS BENEFIT MAY BE CALLED THE
"LIVING BENEFIT." SEE APPENDIX IX LATER IN THIS PROSPECTUS FOR MORE
INFORMATION.)

The Guaranteed minimum income benefit was available if the annuitant was age 20
through 75 at the time the contract was issued.

CONTRACT FEATURES AND BENEFITS

-------------
(1)Depending on when you purchased your contract, this benefit may be called
the "Living Benefit." Accordingly, if applicable, all references to the
Guaranteed minimum income benefit in this Prospectus and any related
registration statement documents are references to the Living Benefit.

There is an additional charge for the Guaranteed minimum income benefit which
is described under "Guaranteed minimum income benefit charge" in "Charges and
expenses" later in this Prospectus. Once you purchase the Guaranteed minimum
income benefit, you may not voluntarily terminate this benefit.

This feature is not available if you elected a GPB option or Principal
Protector/SM/ or if you purchased the contract as an Inherited IRA. Depending
on when you purchased your contract, the Guaranteed minimum income benefit
rider may have been available with Principal assurance.

If you purchased the contract to fund a charitable remainder trust, you must
take certain distribution amounts. You should consider split-funding so that
those distributions do not adversely impact your guaranteed minimum income
benefit. See ''Owner and annuitant requirements'' earlier in this section. If
the annuitant was older than age 60 at the time an IRA, QP or Rollover TSA
contract was issued, the Guaranteed minimum income benefit may not be an
appropriate feature because the minimum distributions required by tax law
generally must begin before the Guaranteed minimum income benefit can be
exercised. If the owner and annuitant are different in an NQ contract, there
may be circumstances where the benefit may not be exercisable after an owner's
death.

The Guaranteed minimum income benefit guarantees you a minimum amount of fixed
income under your choice of a life annuity fixed pay-out option or a life with
a period certain payout option. Depending on when you purchased your contract,
your options may be different. See Appendix IX later in this Prospectus for
more information. You choose which of these payout options you want and whether
you want the option to be paid on a single or joint life basis at the time you
exercise your Guaranteed minimum income benefit.

The maximum period certain available under the life with a period certain
payout option is 10 years. This period may be shorter, depending on the
annuitant's age as follows:

---------------------------------------------------------------------------------------------------------
LEVEL PAYMENTS
---------------------------------------------------------------------------------------------------------
PERIOD CERTAIN YEARS
ANNUITANT'S AGE AT -------------------------------------------------------------------------
EXERCISE IRAS NQ
- -------------------------------------------------------------------------

75 and younger 10 10

76 9 10

77 8 10

78 7 10

79 7 10

80 7 10

81 7 9

82 7 8

83 7 7

84 6 6

85 5 5
---------------------------------------------------------------------------------------------------------

We may also make other forms of payout options available. For a description of
payout options, see "Your annuity payout options" in "Accessing your money"
later in this Prospectus.

--------------------------------------------------------------------------------
THE GUARANTEED MINIMUM INCOME BENEFIT, SHOULD BE REGARDED AS A SAFETY NET ONLY.
IT PROVIDES INCOME PROTECTION IF YOU ELECT AN INCOME PAYOUT WHILE THE ANNUITANT
IS ALIVE.
--------------------------------------------------------------------------------

When you exercise the Guaranteed minimum income benefit, the annual lifetime
income that you will receive will be the greater of (i) your Guaranteed minimum
income benefit which is calculated by applying your Guaranteed minimum income
benefit base less, any applicable withdrawal charge remaining, to GMIB
guaranteed annuity purchase factors, or (ii) the greater of the income provided
by applying your account value to our then current annuity purchase factors or
base contract guaranteed annuity purchase factors. For Rollover TSA only, we
will subtract from the Guaranteed minimum income benefit base or account value
any outstanding loan, including interest accrued but not paid. You may also
elect to receive monthly or quarterly payments as an alternative. If you elect
monthly or quarterly payments, the aggregate payments you receive in a contract
year will be less than what you would have received if you had elected an
annual payment, as monthly and quarterly payments reflect the time value of
money with regard to both interest and mortality. The benefit base is applied
only to the guaranteed annuity purchase factors under the Guaranteed minimum
income benefit in your contract and not to any other guaranteed or current
annuity purchase rates. Your account value is never applied to the guaranteed
annuity purchase factors under GMIB. The amount of income you actually receive
will be determined when we receive your request to exercise the benefit.

When you elect to receive annual lifetime income, your contract (including its
death benefit and any account or cash values) will terminate and you will
receive a new contract for the annuity payout option. For a discussion of when
your payments will begin and end, see "Exercise of Guaranteed minimum income
benefit" below.

The Guaranteed minimum income benefit provides a form of insurance and is based
on conservative actuarial factors. The guaranteed annuity purchase factors we
use to determine your payout annuity benefit under the Guaranteed minimum
income benefit are more conservative than the guaranteed annuity purchase
factors we use for our standard payout annuity options. This means that,
assuming the same amount is applied to purchase the benefit and that we use
guaranteed annuity purchase factors to compute the benefit, each periodic
payment under the Guaranteed minimum income benefit payout annuity will be
smaller than each periodic payment under our standard payout annuity options.
Therefore, even if your account value is less than your benefit base, you may
generate more income by applying your account value to current annuity purchase
factors. We will make this comparison for you when the need arises.

GUARANTEED MINIMUM INCOME BENEFIT "NO LAPSE GUARANTEE". Subject to state
availability, in general, if your account value falls to zero, (except as
discussed below, if your account value falls to zero due to a withdrawal that
causes your total contract year withdrawals to exceed 6% of the Roll-Up benefit
base as of the beginning of the contract year), the Guaranteed minimum income
benefit will be exercised automatically, based on the annuitant's current age
and benefit base, as follows:

CONTRACT FEATURES AND BENEFITS

.. You will have 30 days from when we notify you to change the payout option
and/or the payment frequency.

Please note that we will not automatically exercise the Guaranteed minimum
income benefit, as described above, if you have a TSA contract and withdrawal
restrictions apply.

The no lapse guarantee will terminate under the following circumstances:

.. If your account value falls to zero due to a withdrawal that causes your
total contract year withdrawals to exceed 6% of the Roll-Up benefit base
(as of the beginning of the contract year);

.. If your aggregate withdrawals during any contract year exceed 6% of the
Roll-Up benefit base (as of the beginning of the contract year);

.. On the contract date anniversary following the annuitant's 85th birthday.

For information about whether the Guaranteed minimum income benefit no lapse
guarantee is available under your contract, please see Appendix IX later in
this Prospectus. The availability of the Guaranteed minimum income benefit no
lapse guarantee is dependent on when, and in what state, you purchased your
contract. Please see Appendices VIII and IX, later in this Prospectus.

ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT. Assuming the 6% Roll-Up to
age 85 benefit base, the table below illustrates the Guaranteed minimum income
benefit amounts per $100,000 of initial contribution, for a male annuitant age
60 (at issue) on the contract date anniversaries indicated, who has elected the
life annuity fixed payout option, using the guaranteed annuity purchase factors
as of the date of this Prospectus, assuming no additional contributions,
withdrawals or loans under Rollover TSA contracts, and assuming there were no
allocations to the EQ/Intermediate Government Bond, EQ/Money Market, the
guaranteed interest option, the fixed maturity options (including the Special
10 year fixed maturity option, if available) or the loan reserve account under
Rollover TSA contracts.

-------------------------------------------------------------
GUARANTEED MINIMUM
CONTRACT DATE INCOME BENEFIT -- ANNUAL
ANNIVERSARY AT EXERCISE INCOME PAYABLE FOR LIFE
-------------------------------------------------------------

10 $11,891
-------------------------------------------------------------
15 $18,597
-------------------------------------------------------------

EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT. On each contract date
anniversary that you are eligible to exercise the Guaranteed minimum income
benefit, we will send you an eligibility notice illustrating how much income
could be provided as of the contract date anniversary. You must notify us
within 30 days following the contract date anniversary if you want to exercise
the Guaranteed minimum income benefit. You must return your contract to us
along with all required information within 30 days following your contract date
anniversary in order to exercise this benefit. You will begin receiving annual
payments one year after the annuity payout contract is issued. If you choose
monthly or quarterly payments, you will receive your payment one month or one
quarter after the annuity payment contract is issued. You may choose to take a
withdrawal prior to exercising the Guaranteed minimum income benefit, which
will reduce your payments. You may not partially exercise this benefit. See
"Accessing your money" under "Withdrawing your account value" later in this
Prospectus. Payments end with the last payment before the annuitant's (or joint
annuitant's, if applicable) death, or if later, the end of the period certain
(where the payout option chosen includes a period certain).

EXERCISE RULES. You will be eligible to exercise the Guaranteed minimum income
benefit during your life and the annuitant's life, as follows:

.. If the annuitant was at least age 20 and not older than age 44 when the
contract was issued, you are eligible to exercise the Guaranteed minimum
income benefit within 30 days following each contract date anniversary
beginning with the 15th contract date anniversary.

.. If the annuitant was at least age 45 and not older than age 49 when the
contract was issued, you are eligible to exercise the Guaranteed minimum
income benefit within 30 days following each contract date anniversary
after the annuitant is age 60.

.. If the annuitant was at least age 50 and no older than age 75 when the
contract was issued, you are eligible to exercise the Guaranteed minimum
income benefit within 30 days following each contract date anniversary
beginning with the 10th contract date anniversary.

Please note:

(i)the latest date you may exercise the Guaranteed minimum income benefit is
within 30 days following the contract date anniversary following the
annuitant's 85th birthday;

(ii)if the annuitant was age 75 when the contract was issued or the Roll-Up
benefit base was reset, if applicable, the only time you may exercise the
Guaranteed minimum income benefit is within 30 days following the contract
date anniversary following the annuitant's attainment of age 85.

(iii)for Accumulator(R), Accumulator(R) Elite/SM/, and Accumulator(R) Plus/SM/
QP contracts, the Plan participant can exercise the Guaranteed minimum
income benefit only if he or she elects to take a distribution from the
Plan and, in connection with this distribution, the Plan's trustee changes
the ownership of the contract to the participant. This effects a rollover
of the QP contract into an Accumulator(R) Rollover IRA. This process must
be completed within the 30-day time frame following the contract date
anniversary in order for the Plan participant to be eligible to exercise.
However, if the Guaranteed minimum income benefit is automatically
exercised as a result of the no lapse guarantee (if available), a rollover
into an IRA will not be effected and payments will be made directly to the
trustee;

(iv)for Accumulator(R) Series Rollover TSA contracts, you may exercise the
Guaranteed minimum income benefit only if you effect a roll-over of the TSA
contract to an Accumulator(R) Series Rollover IRA. This may only occur when
you are eligible for a distribution from

-------------
(1)For Accumulator(R) Select/SM/ contracts, If the Guaranteed minimum income
benefit is automatically exercised as a result of the no lapse guarantee, a
rollover into an IRA will not be effected and payments will be made directly
to the trustee.

CONTRACT FEATURES AND BENEFITS

the TSA. This process must be completed within the 30-day timeframe
following the contract date anniversary in order for you to be eligible to
exercise;/(1)/

(v)if you reset the Roll-Up benefit base (if available and as described earlier
in this section), your new exercise date will be the tenth contract date
anniversary following the reset or, if later, the earliest date you would
have been permitted to exercise without regard to the reset. Please note
that in almost all cases, resetting your Roll-Up benefit base will lengthen
the waiting period;

(vi)a successor owner/annuitant may only continue the Guaranteed minimum income
benefit if the contract is not past the last date on which the original
annuitant could have exercised the benefit. In addition, the successor
owner/annuitant must be eligible to continue the benefit and to exercise
the benefit under the applicable exercise rule (described in the above
bullets) using the following additional rules. The successor
owner/annuitant's age on the date of the annuitant's death replaces the
annuitant's age at issue for purposes of determining the availability of
the benefit and which of the exercise rules applies. The original contract
issue date will continue to apply for purposes of the exercise rules. If
Spousal Protection is available under your contract and is elected, and the
spouse who is the annuitant dies, the above rules apply if the contract is
continued by the surviving spouse as the successor owner annuitant; and

(vii)if you are the owner but not the annuitant and you die prior to exercise,
then the following applies:

.. A successor owner who is not the annuitant may not be able to exercise the
Guaranteed minimum income benefit without causing a tax problem. You should
consider naming the annuitant as successor owner, or if you do not name a
successor owner, as the sole primary beneficiary. You should carefully
review your successor owner and/or beneficiary designations at least one
year prior to the first contract date anniversary on which you could
exercise the benefit.

.. If the successor owner is the annuitant, the Guaranteed minimum income
benefit continues only if the benefit could be exercised under the rules
described above on a contract date anniversary that is within one year
following the owner's death. This would be the only opportunity for the
successor owner to exercise. If the Guaranteed minimum income benefit
cannot be exercised within this timeframe, the benefit will terminate and
the charge for it will no longer apply as of the date we receive proof of
your death and any required information.

.. If you designate your surviving spouse as successor owner, the Guaranteed
minimum income benefit continues and your surviving spouse may exercise the
benefit according to the rules described above, even if your spouse is not
the annuitant and even if the benefit is exercised more than one year after
your death. If your surviving spouse dies prior to exercise, the rule
described in the previous bullet applies.

.. A successor owner or beneficiary that is a trust or other non-natural
person may not exercise the benefit; in this case, the benefit will
terminate and the charge for it will no longer apply as of the date we
receive proof of your death and any required information.

See "When an NQ contract owner dies before the annuitant" under "Payment of
death benefit" later in this Prospectus for more information.

Please see both "Insufficient account value" in "Determining your contract
value" and "How withdrawals (and transfers out of the Special 10 year fixed
maturity option) affect your Guaranteed minimum income benefit, Guaranteed
minimum death benefit and Guaranteed principal benefit option 2" in "Accessing
your money" and the section entitled "Charges and expenses" later in this
Prospectus for more information on these guaranteed benefits.

GUARANTEED MINIMUM DEATH BENEFIT

Your contract provides a standard death benefit. If you did not elect one of
the enhanced death benefits described below, the death benefit is equal to your
account value (without adjustment for any otherwise applicable negative market
value adjustment) as of the date we receive satisfactory proof of death, any
required instructions for the method of payment, information and forms
necessary to effect payment, OR the standard death benefit, whichever provides
the higher amount. The standard death benefit is equal to your total
contributions (adjusted for any withdrawals and any withdrawal charges, and any
taxes that apply). The standard death benefit was the only death benefit
available for annuitants who were ages 76 to 85 at issue. The applicable issue
ages may be different for certain contract owners, depending on when you
purchased your contract. Please see Appendix IX later in this Prospectus for
more information. Once your contract has been issued, you may not change or
voluntarily terminate your death benefit.

If you elected one of the enhanced death benefits, the death benefit is equal
to your account value (without adjustment for any otherwise applicable negative
market value adjustment) as of the date we receive satisfactory proof of the
annuitant's death, any required instructions for the method of payment,
information and forms necessary to effect payment, OR your elected enhanced
death benefit on the date of the annuitant's death (adjusted for any subsequent
withdrawals, withdrawal charges and taxes that apply) whichever provides the
higher amount. If you elected the Spousal protection option, if available, the
Guaranteed minimum death benefit is based on the age of the older spouse, who
may or may not be the annuitant, for the life of the contract. See "Spousal
protection" in "Payment of death benefit" later in this Prospectus for more
information.

Any of the enhanced death benefits or the standard death benefit can be elected
by themselves or with the Guaranteed minimum income benefit.

For Accumulator(R) Plus/SM/ contracts, if the annuitant dies during the
one-year period following our receipt of a contribution, the account value used
to calculate the applicable guaranteed minimum death benefit will not reflect
any Credits applied in the one-year period prior to death.

OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR ANNUITANTS AGES 0 THROUGH 75 AT
ISSUE OF NQ CONTRACTS; 20 THROUGH 75 AT

CONTRACT FEATURES AND BENEFITS

ISSUE OF ROLLOVER IRA, ROTH CONVERSION IRA, FLEXIBLE PREMIUM ROTH IRA, AND
ROLLOVER TSA CONTRACTS; 0 THROUGH 70 AT ISSUE OF INHERITED IRA CONTRACTS AND 20
THROUGH 70 AT ISSUE OF QP AND FLEXIBLE PREMIUM IRA CONTRACTS. DEPENDING ON WHEN
YOU PURCHASED YOUR CONTRACT, YOUR AVAILABLE ISSUE AGES MAY HAVE BEEN OLDER AT
THE TIME YOU PURCHASED YOUR CONTRACT.

Subject to state and contract availability (please see Appendix VIII for state
availability of these benefits and Appendix IX for contract variations later in
this Prospectus), the following enhanced death benefits were available:

.. ANNUAL RATCHET TO AGE 85

.. 6% ROLL-UP TO AGE 85

.. THE GREATER OF 5% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

.. THE GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85

If you elected Principal Protector/SM/, only the standard death benefit and the
Annual Ratchet to Age 85 enhanced death benefit were available.

If you are using the contract to fund a charitable remainder trust, you must
take certain distribution amounts. You should consider split funding so that
those distributions do not adversely impact your enhanced death benefit. See
''Owner and annuitant requirements'' earlier in this section.

See Appendix IV later in this Prospectus for an example of how we calculate an
enhanced minimum death benefit.

PROTECTION PLUS/SM/

The following section provides information about the Protection Plus/SM/
option, which was only available at the time you purchased your contract. If
Protection Plus/SM/ was not elected when the contract was first issued, neither
the owner nor the successor owner/annuitant can add it subsequently. Protection
Plus/SM/ is an additional death benefit as described below. See the appropriate
part of "Tax information" later in this Prospectus for the potential tax
consequences of having purchased the Protection Plus/SM/ feature in an NQ, IRA
or Rollover TSA contract. If you purchased the Protection Plus/SM/ feature, you
may not voluntarily terminate the feature. If you elected Principal
Protector/SM/, the Protection Plus/SM/ feature is not available.

If the annuitant was 70 or younger when we issued your contract (or if the
successor owner/annuitant is 70 or younger when he or she
becomes the successor owner/annuitant and Protection Plus/SM/ had been elected
at issue), the death benefit will be:

the GREATER of:

.. the account value OR

.. any applicable death benefit

INCREASED BY:

.. such death benefit less total net contributions, multiplied by 40%.

For purposes of calculating your Protection Plus/SM /benefit, the following
applies: (i) "Net contributions" are the total contributions made (or if
applicable, the total amount that would otherwise have been paid as a death
benefit had the successor owner/annuitant election not been made plus any
subsequent contributions) adjusted for each withdrawal that exceeds your
Protection Plus/SM/ earnings. "Net contributions" are reduced by the amount of
that excess. Protection Plus/SM/ earnings are equal to (a) minus (b) where
(a) is the greater of the account value and the death benefit immediately prior
to the withdrawal and (b) is the net contributions as adjusted by any prior
withdrawals (for Accumulator(R) Plus/SM/ contracts, credit amounts are not
included in "net contributions"); and (ii) "Death benefit" is equal to the
GREATER of the account value as of the date we receive satisfactory proof of
death OR any applicable Guaranteed minimum death benefit as of the date of
death. If you are an existing contract owner and not a new purchaser, your net
contributions may be reduced on a pro rata basis to reflect withdrawals
(including withdrawal charges and any TSA loans). For information about what
applies to your contract, see Appendix IX later in this Prospectus.

For Accumulator(R) Plus/SM/ contracts, for purposes of calculating the
Protection Plus/SM/ benefit, if any contributions are made in the one-year
period prior to death of the annuitant, the account value will not include any
Credits applied in the one-year period prior to death.

If the annuitant was age 71 through 75 (this age may be higher for certain
contract owners, depending on when you purchased your contract) when we issued
your contract (or if the successor owner/ annuitant is between the ages of 71
and 75 when he or she becomes the successor owner/annuitant and Protection
Plus/SM/ had been elected at issue), the death benefit will be:

the GREATER of:

.. the account value OR

.. any applicable death benefit

INCREASED BY:

.. such death benefit (as described above) less total net contributions,
multiplied by 25%.

The value of the Protection Plus/SM/ death benefit is frozen on the first
contract date anniversary after the annuitant turns age 80, except that the
benefit will be reduced for withdrawals on a pro rata basis. Reduction on a pro
rata basis means that we calculate the percentage

CONTRACT FEATURES AND BENEFITS

of the current account value that is being withdrawn and we reduce the benefit
by that percentage. For example, if the account value is $30,000 and you
withdraw $12,000, you have withdrawn 40% of your account value. If the benefit
is $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 X
..40) and the benefit after the withdrawal would be $24,000 ($40,000 - $16,000).

For an example of how the Protection Plus/SM/ death benefit is calculated,
please see Appendix VII.

If you elected Spousal protection, the Protection Plus/SM/ benefit is based on
the age of the older spouse, who may or may not be the annuitant. Upon the
death of the non-annuitant spouse, the account value will be increased by the
value of the Protection Plus/SM/ benefit as of the date we receive due proof of
death. Upon the death of the annuitant, the value of the Protection Plus/SM/
benefit is either added to the death benefit payment or to the account value if
Successor owner/annuitant is elected. If the surviving spouse elects to
continue the contract, the benefit will be based on the age of the surviving
spouse as of the date of the deceased spouse's death for the remainder of the
contract if the surviving spouse is age 76 or older, the benefit will terminate
and the charge will no longer be in effect. See "Spousal protection" in
"Payment of death benefit" later in this Prospectus for more information.

Ask your financial professional or see Appendix VIII later in this Prospectus
to see if this feature was available in your state.

You may have been the recipient of an offer that provided for an increase in
your account value in return for terminating your Principal Protector/SM/
benefit. If you accepted such an offer, your Principal Protector/SM/ benefit
has been replaced with the return of account value death benefit. If you did
not accept an offer, your Principal Protector/SM/ benefit is still in effect.
See "Guaranteed benefit offers" later in this section for more information.

PRINCIPAL PROTECTOR/SM/

The following section provides information about the Principal Protector/SM/
option, which was only available at the time you purchased your contract. If
Principal Protector/SM/ was not elected when the contract was first issued,
neither the owner nor the successor owner/annuitant can add it subsequently.

As described below, Principal Protector/SM/ provides for recovery of your total
contributions through withdrawals, even if your account value falls to zero,
provided that during each contract year, your total withdrawals do not exceed
your GWB Annual withdrawal amount. Principal Protector/SM/ is not an automated
withdrawal program. You may request a withdrawal through any of our available
withdrawal methods. See "Withdrawing your account value" in "Accessing your
money" later in this Prospectus. All withdrawals reduce your account value and
the guaranteed minimum death benefit.

Principal Protector/SM/ could be elected at contract issue, for an additional
charge, if the annuitant was age 0 through 85 for NQ contracts or age 20
through 75 for all IRA contracts. Please see "Principal Protector/SM/ charge"
in "Charges and expenses" later in this Prospectus for a description of the
charge and when it applies. If you elected this benefit, you cannot terminate
it.

Depending on when you purchased your contract, this feature may not be
available. See Appendix IX later in this Prospectus for more information.

If you die, and your beneficiary elects the Beneficiary continuation option, if
available, your beneficiary may continue Principal Protector/SM/ provided that
the beneficiary was 75 or younger on the original contract date. If the
beneficiary was older, Principal Protector/SM/ will terminate without value
even if the GWB benefit base is greater than zero. In the case of multiple
beneficiaries, any beneficiary older than 75 may not continue Principal
Protector/SM/ and that beneficiary's portion of the GWB benefit base will
terminate without value, even if it was greater than zero. The ability to
continue Principal Protector/SM/ under the Beneficiary continuation option is
subject to state availability. If it was approved in your state, it was added
to your contract if you had already elected GWB. See "Beneficiary continuation
option" under "Payment of death benefit" later in the Prospectus for more
information on continuing Principal Protector/SM/ under the Beneficiary
continuation option.

If you purchased the contract as a TSA or QP or Inherited IRA, Principal
Protector/SM/ was not available. This benefit was also not available if you
elected the Guaranteed minimum income benefit, the Greater of 6% Roll-Up to age
85 and Annual Ratchet to Age 85 enhanced death benefit, Protection Plus/SM/, or
GPB Option 1 or GPB Option 2 (or, for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts, the special dollar cost averaging program). For more
information, please see Appendix IX later in this Prospectus.

Withdrawals in excess of your GWB Annual withdrawal amount significantly reduce
or eliminate the value of the benefit. See "Effect of GWB Excess withdrawals"
below. For traditional IRAs, the Principal Protector/SM/ makes provision for
you to take lifetime required minimum distributions ("RMDs") without losing the
value of the Principal Protector/SM/ guarantee, provided you comply with the
conditions under "Lifetime required minimum distribution withdrawals" in
"Accessing your money" later in this Prospectus, including utilizing our
Automatic RMD service. If you do not expect to comply with these conditions,
including utilization of our Automatic RMD service, this benefit may have
limited usefulness for you. Please consult your tax adviser.

YOUR GWB BENEFIT BASE

At issue, your GWB benefit base is equal to your initial contribution and will
increase or decrease, as follows:

.. Your GWB benefit base increases by the dollar amount of any additional
contributions.

.. Your GWB benefit base decreases by the dollar amount of withdrawals.

.. Your GWB benefit base may be further decreased if a withdrawal is taken in
excess of your GWB Annual withdrawal amount.

.. Your GWB benefit base may also be increased under the Optional step up
provision.

.. Your GWB benefit base may also be increased under the one time step up
applicable with the Beneficiary continuation option.

Each of these events is described in detail below. Once your GWB benefit base
is depleted, you may continue to make withdrawals from your account value, but
they are not guaranteed under Principal Protector/SM/.

For Accumulator(R) Plus/SM/ contracts, credit amounts attributable to your
contributions are not included for purposes of calculating your GWB benefit
base.

CONTRACT FEATURES AND BENEFITS

YOUR GWB ANNUAL WITHDRAWAL AMOUNT

Your GWB Annual withdrawal amount is equal to either 5% or 7% ("Applicable
percentage"), as applicable, of your initial GWB benefit base, and is the
maximum amount that you can withdraw each year without making a GWB Excess
withdrawal, as described below. When you purchased your contract, you chose
between two available GWB Annual withdrawal options:

.. 7% GWB ANNUAL WITHDRAWAL OPTION

.. 5% GWB ANNUAL WITHDRAWAL OPTION

The GWB Annual withdrawal amount may decrease as a result of a GWB Excess
withdrawal and may increase as a result of an Automatic reset, additional
contributions or a "step up" of the GWB benefit base; each of these
transactions are discussed below in detail. Once you elect a GWB Annual
withdrawal option, it cannot be changed.

Your GWB Annual withdrawal amounts are not cumulative. If you withdraw less
than the GWB Annual withdrawal amount in any contract year, you may not add the
remainder to your GWB Annual withdrawal amount in any subsequent year.

The withdrawal charge, if applicable, is waived for withdrawals up to the GWB
Annual withdrawal amount, but all withdrawals are counted toward your free
withdrawal amount. See "Withdrawal charge" in "Charges and expenses" later in
this Prospectus.

EFFECT OF GWB EXCESS WITHDRAWALS

A GWB Excess withdrawal is caused when you withdraw more than your GWB Annual
withdrawal amount in any contract year. Once a withdrawal causes cumulative
withdrawals in a contract year to exceed your GWB Annual withdrawal amount, the
entire amount of the withdrawal and each subsequent withdrawal in that contract
year are GWB Excess withdrawals.

A GWB Excess withdrawal can cause a significant reduction in both your GWB
benefit base and your GWB Annual withdrawal amount. If you make a GWB Excess
withdrawal, we will recalculate your GWB benefit base and the GWB Annual
withdrawal amount. As of the date of the GWB Excess withdrawal, the GWB benefit
base is first reduced by the dollar amount of the withdrawal (including any
applicable withdrawal charge), and the reduced GWB benefit base and the GWB
Annual withdrawal amount are then further adjusted, as follows:

.. If the account value after the deduction of the withdrawal is less than the
GWB benefit base, then the GWB benefit base is reset equal to the account
value.

.. If the account value after the deduction of the withdrawal is greater than
or equal to the GWB benefit base, then the GWB benefit base is not adjusted
further.

.. The GWB Annual withdrawal amount equals the lesser of: (i) the Applicable
percentage of the adjusted GWB benefit base and (ii) the GWB Annual
withdrawal amount prior to the GWB Excess withdrawal.

Withdrawals in excess of your GWB Annual withdrawal amount significantly reduce
or eliminate the value of Principal Protector/SM/. If your account value is
less than your GWB benefit base (due, for example, to negative market
performance), a GWB Excess withdrawal, even one that is only slightly more than
your GWB Annual withdrawal amount, can significantly reduce your GWB benefit
base and the GWB Annual withdrawal amount.

For example, if you contribute $100,000 at contract issue, your initial GWB
benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option,
your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume
in contract year four that your account value is $80,000, you have not made any
prior withdrawals, and you request an $8,000 withdrawal. Your $100,000 benefit
base is first reduced by $8,000 to now equal $92,000. Your GWB benefit base is
then further reduced to equal the new account value: $72,000 ($80,000 minus
$8,000). In addition, your GWB Annual withdrawal amount is reduced to $5,040
(7% of $72,000), instead of the original $7,000.

Withdrawal charges, if applicable, are applied to the amount of the withdrawal
exceeding the Guaranteed annual withdrawal amount, assuming the Guaranteed
annual withdrawal amount is greater than
the 10% free withdrawal amount. See "Withdrawal charge" in "Charges and
expenses" later in this Prospectus. Using the example above, if the $8,000
withdrawal is a withdrawal of contributions subject to the withdrawal charge,
the withdrawal charge would apply to
the $3,000 (the amount of the withdrawal charge above the Guaranteed annual
withdrawal amount of $5,000). See "Certain withdrawals" in "Charges and
expenses" later in this Prospectus.

You should further note that a GWB Excess withdrawal that reduces your account
value to zero eliminates any remaining value in your GWB benefit base. See
"Insufficient account value" in "Determining your contract value" later in this
Prospectus.

In general, if you purchase the contract as a traditional IRA and participate
in our Automatic RMD service, and you do not take any other withdrawals, an
automatic withdrawal under that program will not cause a GWB Excess withdrawal,
even if it exceeds your GWB Annual withdrawal amount. For more information, see
"Lifetime required minimum distribution withdrawals" in "Accessing your money"
later in this Prospectus.

If you die, and your beneficiary continues Principal Protector/SM/ under the
Beneficiary continuation option, and chooses scheduled payments, such payments
will not cause a GWB Excess withdrawal, provided no additional withdrawals are
taken. If your beneficiary chooses the "5-year rule" instead of scheduled
payments, this waiver does not apply and a GWB Excess withdrawal may occur if
withdrawals exceed the GWB Annual withdrawal amounts.

EFFECT OF AUTOMATIC RESET

If you take no withdrawals in the first five contract years, the Applicable
percentage to determine your GWB Annual withdrawal amount will be automatically
reset at no additional charge. The Applicable percentage under the 7% GWB
Annual withdrawal option will be increased to 10%, and the Applicable
percentage under the 5% GWB Annual withdrawal option will be increased to 7%.
The Applicable percentage is automatically reset on your fifth contract date
anniversary, and your GWB Annual withdrawal amount will be recalculated.

If you die before the fifth contract date anniversary, and your beneficiary
continues Principal Protector/SM/ under the Beneficiary continuation option, if
available, the Automatic reset will apply on the fifth contract date
anniversary if you have not taken any withdrawals and: (1) your beneficiary
chooses scheduled payments and payments have not yet started; or, (2) if your
beneficiary chooses the "5-year rule" option and has not taken withdrawals. See
"Beneficiary continuation option" in "Payment of death benefit" later in this
Prospectus.

CONTRACT FEATURES AND BENEFITS

EFFECT OF ADDITIONAL CONTRIBUTIONS

Anytime you make an additional contribution, we will recalculate your GWB
benefit base and your GWB Annual withdrawal amount. Your GWB benefit base will
be increased by the amount of the contribution (for Accumulator(R) Plus/SM/
contracts, credit amounts are not included) and your GWB Annual withdrawal
amount will be equal to the greater of (i) the Applicable percentage of the new
GWB benefit base, or (ii) the GWB Annual withdrawal amount in effect
immediately prior to the additional contribution.

If you die, and your beneficiary continues Principal Protector/SM/ under the
Beneficiary continuation option, no additional contributions will be permitted.

OPTIONAL STEP UP PROVISION

Except as stated below, any time after the fifth contract date anniversary, you
may request a step up in the GWB benefit base to equal your account value. If
your GWB benefit base is higher than the account value as of the date we
receive your step up request, no step up will be made. If a step up is made, we
may increase the charge for the benefit. For a description of the charge
increase, see "Principal Protector/SM/ charge" in "Charges and expenses" later
in this Prospectus. Once you elect to step up the GWB benefit base, you may not
do so again for five complete contract years from the next contract date
anniversary. Under both the Spousal protection and the successor owner
annuitant features, upon the first death, the surviving spouse must wait five
complete contract years from the last step up or from contract issue, whichever
is later, to be eligible for a step up.

As of the date of your GWB benefit base step up, your GWB Annual withdrawal
amount will be equal to the greater of (i) your GWB Annual withdrawal amount
before the step up, and (ii) your GWB Applicable percentage applied to your
stepped up GWB benefit base.

It is important to note that a step up in your GWB benefit base may not
increase your GWB Annual withdrawal amount. In that situation, the effect of
the step up is only to increase your GWB benefit base and support future
withdrawals. We will process your step up request even if it does not increase
your GWB Annual withdrawal amount, and we will increase the Principal
Protector/SM/ charge, if applicable. In addition, you will not be eligible to
request another step up for five complete contract years. After processing your
request, we will send you a confirmation showing the amount of your GWB benefit
base and your GWB Annual withdrawal amount.

For example, if you contribute $100,000 at contract issue, your initial GWB
benefit base is $100,000. If you elect the 7% GWB Annual withdrawal option,
your GWB Annual withdrawal amount is equal to $7,000 (7% of $100,000). Assume
you take withdrawals of $7,000 in each of the first five contract years,
reducing the GWB benefit base to $65,000. After five contract years, further
assume that your account value is $92,000, and you elect to step up the GWB
benefit base from $65,000 to $92,000. The GWB Annual withdrawal amount is
recalculated to equal the greater of 7% of the new GWB benefit base, which is
$6,440 (7% of $92,000), or the current GWB Annual withdrawal amount, $7,000.
Therefore, following the step up, even though your GWB benefit base has
increased, your GWB Annual withdrawal amount does not increase and remains
$7,000.

The Optional step up provision is not available once your beneficiary continues
Principal Protector/SM/ under the Beneficiary continuation option. However, if
you die, and your beneficiary continues Principal ProtectorSM under the
Beneficiary continuation option, the GWB benefit base will be stepped up to
equal the account value, if higher as of the transaction date that we receive
the Beneficiary continuation option election. For Accumulator(R) Plus/SM/
contracts, the account value will be reduced by any Credits applied to
contributions made within one year prior to your death before the comparison
with the GWB benefit base, for purposes of the GWB benefit base step up. As of
the date of the GWB benefit base step up (if applicable) your beneficiary's GWB
Annual withdrawal amount will be equal to the greater of (i) your GWB Annual
withdrawal amount before the step up, and (ii) your GWB Applicable percentage
applied to the stepped up GWB benefit base. This is a onetime step up at no
additional charge.

OTHER IMPORTANT CONSIDERATIONS

.. Principal Protector/SM /protects your principal only through withdrawals.
Your account value may be less than your total contributions.

.. You can take withdrawals under your contract without purchasing Principal
Protector/SM/. In other words, you do not need this benefit to make
withdrawals.

.. Amounts withdrawn in excess of your GWB Annual withdrawal amount may be
subject to a withdrawal charge, if applicable, as described in "Charges and
expenses" later in the Prospectus. In addition, all withdrawals count
toward your free withdrawal amount for that contract year.

.. Withdrawals made under Principal Protector/SM/ will be treated, for tax
purposes, in the same way as other withdrawals under your contract.

.. All withdrawals are subject to all of the terms and conditions of the
contract. Principal Protector/SM/ does not change the effect of withdrawals
on your account value or guaranteed minimum death benefit; both are reduced
by withdrawals whether or not you elect Principal Protector/SM/. See "How
withdrawals are taken from your account value" and "How withdrawals (and
transfers out of the Special 10 year fixed maturity option) affect your
Guaranteed minimum income benefit, Guaranteed minimum death benefit and
Guaranteed principal benefit option 2" in "Accessing your money" later in
this Prospectus.

.. If you withdraw less than the GWB Annual withdrawal amount in any contract
year, you may not add the remainder to your GWB Annual withdrawal amount in
any subsequent year.

.. GWB Excess withdrawals can significantly reduce or completely eliminate the
value of this benefit. See "Effect of GWB Excess withdrawals" above in this
section and "Withdrawing your account value" in "Accessing your money"
later in this Prospectus.

.. If you surrender your contract to receive its cash value, all benefits
under the contract will terminate, including Principal Protector/SM/ if
your cash value is greater than your GWB Annual withdrawal amount.
Therefore, when surrendering your contract, you should seriously consider
the impact on Principal Protector/SM/ when you have a GWB benefit base that
is greater than zero.

.. If you die and your beneficiary elects the Beneficiary continuation option,
then your beneficiary should consult with a tax adviser before choosing to
use the "5-year rule." The "5-year rule" is described in "Payment of death
benefit" under "Beneficiary

CONTRACT FEATURES AND BENEFITS

continuation option" later in this Prospectus. The GWB benefit base may be
adversely affected if the beneficiary makes any withdrawals that cause a GWB
Excess withdrawal. Also, when the contract terminates at the end of 5 years,
any remaining GWB benefit base would be lost.

GUARANTEED BENEFIT OFFERS

INHERITED IRA BENEFICIARY CONTINUATION CONTRACT

(FOR ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/, AND ACCUMULATOR(R) SELECT/SM/
CONTRACTS ONLY )

The contract was available to an individual beneficiary of a traditional IRA or
a Roth IRA where the deceased owner held the individual retirement account or
annuity (or Roth individual retirement account or annuity) with an insurance
company or financial institution other than AXA Equitable. The purpose of the
inherited IRA beneficiary continuation contract is to permit the beneficiary to
change the funding vehicle that the deceased owner selected "original IRA")
while taking the required minimum distribution payments that must be made to
the beneficiary after the deceased owner's death. See the discussion of
required minimum distributions under "Tax information." The contract is
intended only for beneficiaries who want to take payments at least annually
over their life expectancy. These payments generally must begin (or must have
begun) no later than December 31 of the calendar year following the year the
deceased owner died. The contract is not suitable for beneficiaries electing
the "5-year rule." See "Beneficiary continuation option for IRA and Roth IRA
contracts" under "Beneficiary continuation option" in "Payment of death
benefit" later in this Prospectus. You should discuss with your tax adviser
your own personal situation. The contract may not have been available in all
states. Please speak with your financial professional for further information.

Depending on when you purchased your contract, the contract may not have been
available. See Appendix IX later in this Prospectus for more information.

The inherited IRA beneficiary continuation contract could only have been
purchased by a direct transfer of the beneficiary's interest under the deceased
owner's original IRA. The owner of the inherited IRA beneficiary continuation
contract is the individual who is the beneficiary of the original IRA. (Certain
trusts with only individual beneficiaries are treated as individuals for this
purpose). The contract must also contain the name of the deceased owner. In
this discussion, "you" refers to the owner of the inherited IRA beneficiary
continuation contract.

The inherited IRA beneficiary continuation contract could have been purchased
whether or not the deceased owner had begun taking required minimum
distribution payments during his or her life from the original IRA or whether
you had already begun taking required minimum distribution payments of your
interest as a beneficiary from the deceased owner's original IRA. You should
discuss with your own tax adviser when payments must begin or must be made.

Under the inherited IRA beneficiary continuation contract:

.. You must receive payments at least annually (but may have elected to
receive payments monthly or quarterly). Payments are generally made over
your life expectancy determined in the calendar year after the deceased
owner's death and determined on a term certain basis.

.. You must receive payments from the contract even if you are receiving
payments from another IRA of the deceased owner in an amount that would
otherwise satisfy the amount required to be distributed from the contract.
However, for certain Inherited IRAs, if you maintain another IRA of the
same type (traditional or Roth) of the same deceased owner and you are also
taking distributions over your life from that Inherited IRA, you may
qualify to take an amount from that other Inherited IRA which would
otherwise satisfy the amount required to be distributed from the AXA
Equitable Inherited IRA contract. If you choose not to take a payment from
your Inherited IRA contract in any year, you must notify us in writing
before we make the payment from the Inherited IRA contract, and we will not
make any future payment unless you request in writing a reasonable time
before we make such payment. If you choose to take a required payment from
another Inherited IRA, you are responsible for calculating the appropriate
amount and reporting it on your income tax return. Please feel free to
speak with your financial professional, or call our processing office, if
you have any questions.

.. The beneficiary of the original IRA is the annuitant under the inherited
IRA beneficiary continuation contract. In the case where the beneficiary is
a "see-through trust," the oldest beneficiary of the trust is the annuitant.

.. An inherited IRA beneficiary continuation contract was not available for
annuitants over age 70.

.. The initial contribution had to be a direct transfer from the deceased
owner's original IRA and was subject to minimum contribution amounts. See
"Rules regarding contributions to your contract" in "Appendix XI" for more
information.

CONTRACT FEATURES AND BENEFITS

.. You may make transfers among the investment options.

.. You may choose at any time to withdraw all or a portion of the account
value. Any partial withdrawal must be at least $300. Withdrawal charges if
applicable under your contract, will apply as described in "Charges and
expenses" later in this Prospectus.

.. The Guaranteed minimum income benefit, successor owner/ annuitant feature,
12 month dollar cost averaging program (if applicable), special dollar cost
averaging program (if applicable), automatic investment program, GPB
Options 1 and 2, Principal Protector/SM /and systematic withdrawals are not
available under the Inherited IRA beneficiary continuation contract.

.. If you die, we will pay to a beneficiary that you choose the greater of the
annuity account value or the applicable death benefit.

.. Upon your death, your beneficiary has the option to continue taking
required minimum distributions based on your remaining life expectancy 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. If your beneficiary
elects to continue to take distributions, we will increase the account
value to equal the applicable death benefit if such death benefit is
greater than such account value as of the date we receive satisfactory
proof of death and any required instructions, information and forms.
Thereafter, withdrawal charges (if applicable under your contract) will no
longer apply. If you had elected any enhanced death benefits, they will no
longer be in effect and charges for such benefits will stop. The Guaranteed
minimum death benefit will also no longer be in effect.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

This is provided for informational purposes only. Since the contract is no
longer available to new purchasers, this cancellation provision is no longer
applicable.

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

Generally, your refund will equal your account value (less loan reserve account
under Rollover TSA contracts) under the contract on the day we receive
notification to cancel the contract and will reflect (i) any investment gain or
loss in the variable investment options (less the daily charges we deduct),
(ii) any guaranteed interest in the guaranteed interest option, and (iii) any
positive or negative market value adjustments in the fixed maturity options,
and, for Accumulator(R) and Accumulator(R) Elite/SM/ contracts, (iv) any
interest in the account for special dollar cost averaging through the date we
receive your contract. Some states require that we refund the full amount of
your contribution (not reflecting (i), (ii), (iii) or, if applicable, (iv)
above). For any IRA contracts returned to us within seven days after you
receive it, we are required to refund the full amount of your contribution. For
Accumulator(R) Plus/SM/ contracts, please note that you will forfeit the credit
by exercising this right of cancellation.

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

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

.. 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.

In addition to the cancellation right described above, if you fully convert an
existing traditional IRA contract to a Roth Conversion IRA contract or Flexible
Premium Roth IRA contract, you may cancel your Roth Conversion IRA contract or
Flexible Premium Roth IRA contract and return to a Rollover IRA contract or
Flexible Premium IRA contract, whichever applies. Our processing office or your
financial professional can provide you with the cancellation instructions.

CONTRACT FEATURES AND BENEFITS

2. Determining your contract's value

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YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total value of the values you have in: (i) the
variable investment options; (ii) the guaranteed interest account; (iii) market
adjusted amounts in the fixed maturity options; (iv) for Accumulator(R) and
Accumulator(R) Elite/SM/ contracts, the account for special dollar cost
averaging; and (v) the loan reserve account (applies for Rollover TSA contracts
only).

Your 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: (i) the
total amount or a pro rata portion of the annual administrative charge as well
as any optional benefit charges(1); (ii) any applicable withdrawal charge; and
(iii) the amount of any outstanding loan plus accrued interest (applicable to
Rollover TSA contracts only). Please see "Surrendering your contract to receive
its cash value" in "Accessing your money" later in this Prospectus.

YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS

Each variable investment option invests in shares of a corresponding Portfolio.
Your value in each variable investment option 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.

The unit value for each variable investment option depends on the investment
performance of that option, less daily charges for:

(i)mortality and expense risks;

(ii)administrative expenses, and

(iii)distribution charges.

On any day, your value in any variable investment option 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 does not change unless they are:

(i)increased to reflect additional contributions and, for Accumulator(R)
Plus/SM/ contracts, the credit;

(ii)decreased to reflect a withdrawal (plus applicable withdrawal charges);

(iii)increased to reflect transfer into, or decreased to reflect transfer out
of, a variable investment option; or

(iv)increased or decreased to reflect a transfer of your loan amount from or to
the loan reserve account under a Rollover TSA contract.

In addition, if applicable, when we deduct the enhanced death benefit,
guaranteed minimum income benefit, GPB Option 2, Principal Protector/SM/ and/or
Protection Plus/SM/ benefit charges, the number of units credited to your
contract will be reduced. Your units are also reduced when we deduct the annual
administrative charge. A description of how unit values are calculated is found
in the SAI.

YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION

Your value in the guaranteed interest account at any time will equal: your
contributions and transfers to that option, plus interest, minus withdrawals
out of the option, and charges we deduct.

YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

(FOR ACCUMULATOR(R) AND ACCUMULATOR(R) ELITE/SM/ CONTRACTS ONLY)

INSUFFICIENT ACCOUNT VALUE

See Appendix VIII later in this Prospectus for any state variations with regard
to the termination of your contract.

GUARANTEED MINIMUM INCOME BENEFIT NO LAPSE GUARANTEE (NOT AVAILABLE UNDER ALL
CONTRACTS). In certain circumstances, even if your account value falls to zero,
your Guaranteed minimum income benefit will still have value. Please see
"Contract features and benefits" earlier in this Prospectus for information on
this feature.

-------------
(1)Depending on when you purchased your contract, your account value will be
reduced by a pro rata portion of the administrative charge only. See
Appendix IX later in this Prospectus for more information.

DETERMINING YOUR CONTRACT'S VALUE

PRINCIPAL PROTECTOR/SM/ (NOT AVAILABLE UNDER ALL CONTRACTS) If you elected
Principal Protector/SM/ and your account value falls to zero due to a GWB
Excess withdrawal, we will terminate your contract and you will receive no
payment or supplementary annuity contract, as discussed below, even if your GWB
benefit base is greater than zero. If, however, your account value falls to
zero, either due to a withdrawal or surrender that is not a GWB Excess
withdrawal or due to a deduction of charges, please note the following:

.. If your GWB benefit base equals zero, we will terminate your contract and
make no payment.

.. If your GWB benefit base is greater than zero but less than or equal to the
balance of your GWB Annual withdrawal amount, if any, for that contract
year, we will terminate your contract and pay you any remaining GWB benefit
base.

.. If your GWB benefit base is greater than the balance of your remaining GWB
Annual withdrawal amount, if any, for that contract year, we will pay you
your GWB Annual withdrawal amount balance and terminate your contract, and
we will pay you your remaining GWB benefit base as an annuity benefit, as
described below.

.. If the Beneficiary continuation option is elected (not available in all
states), and the account value falls to zero while there is a remaining GWB
benefit base, we will make payments to the beneficiary as follows:

-- If the beneficiary had elected scheduled payments we will continue to
make scheduled payments over remaining life expectancy until the GWB
benefit base is zero, and the Principal Protector/SM/ charge will no
longer apply.

-- If the beneficiary had elected the "5-year rule" and the GWB benefit base
is greater than the remaining GWB Annual withdrawal amount, if any, for
that contract year, we will pay the beneficiary the GWB Annual withdrawal
amount balance. We will continue to pay the beneficiary the remaining GWB
Annual withdrawal amount each year until the GWB benefit base equals
zero, or the contract terminates at the end of the fifth contract year,
whichever comes first. Any remaining GWB benefit base at the end of the
fifth contract year will terminate without value.

ANNUITY BENEFIT. If the contract terminates and the remaining GWB benefit base
is to be paid in installments, we will issue you an annuity benefit contract
and make annual payments equal to your GWB Annual withdrawal amount on your
contract date anniversary beginning on the next contract date anniversary,
until the cumulative amount of such payments equals the remaining GWB benefit
base (as of the date the contract terminates). The last installment payment may
be smaller than the previous installment payments in order for the total of
such payments to equal the remaining GWB benefit base.

The annuity benefit supplemental contract will carry over the same owner,
annuitant and beneficiary as under your contract. If you die before receiving
all of your payments, we will make any remaining payments to your beneficiary.
The charge for Principal Protector/SM/ will no longer apply.

If at the time of your death the GWB Annual withdrawal amount was being paid to
you as an annuity benefit, your beneficiary may not elect the Beneficiary
continuation option.

DETERMINING YOUR CONTRACT'S VALUE

3. Transferring your money among investment options

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

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 variable investment options,
subject to the following:

.. You may not transfer to a fixed maturity option that has a rate to maturity
of 3% or less.

.. If the annuitant is age 76-80, you must limit your transfers to fixed
maturity options with maturities of seven years or less. If the annuitant
is age 81 or older, you must limit your transfers to fixed maturity options
of five years or less. We will not accept allocations to a fixed maturity
option if on the date the contribution or transfer is to be applied, the
rate to maturity is 3%. Also, the maturity dates may be no later than the
date annuity payments are to begin.

.. If you make transfers out of a fixed maturity option other than at its
maturity date, the transfer may cause a market value adjustment and affect
your GPB.

.. A transfer into the guaranteed interest option will not be permitted if
such transfer would result in more than 25% of the annuity account value
being allocated to the guaranteed interest option, based on the annuity
account value as of the previous business day. If you are an existing
contract owner, this restriction may not apply. See Appendix IX later in
this Prospectus for contract variations.

.. No transfers are permitted into the Special 10 year fixed maturity option
(if available).

.. For Accumulator(R) and Accumulator(R) Elite/SM/ contracts, you may not
transfer any amount to the account for special dollar cost averaging.

.. For Accumulator(R) Select/SM/ contracts, you may not transfer any amount to
the 12 month dollar cost averaging program.

In addition, we reserve the right to restrict transfers among variable
investment options, including limitations on the number, frequency or dollar
amount of transfers. Our current transfer restrictions are set forth in the
"Disruptive transfer activity" section below.

The maximum amount that may be transferred from the guaranteed interest option
to any investment option (including amounts transferred pursuant to the
fixed-dollar option, the interest sweep option and dollar cost averaging
programs described under "Allocating your contributions" in "Contract features
and benefits" earlier in this Prospectus) in any contract year is the greatest
of:

(a)25% of the amount you have in the guaranteed interest option on the last day
of the prior contract year; or

(b)the total of all amounts transferred at your request from the guaranteed
interest option to any of the Investment options in the prior contract year;
or

From time to time, we may remove the restrictions regarding transferring
amounts out of the guaranteed interest option. If we do so, we will tell you.
We will also tell you at least 45 days in advance of the day we intend to
reimpose the transfer restrictions. When we reimpose the transfer restrictions,
if any dollar cost averaging transfer out of the guaranteed interest option
causes a violation of the 25% outbound restriction, that dollar cost averaging
program will be terminated for the current contract year. A new dollar cost
averaging program can be started in the next or subsequent contract years.

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

OUR ADMINISTRATIVE PROCEDURES FOR CALCULATING YOUR ROLL-UP BENEFIT BASE
FOLLOWING A TRANSFER

As explained under "6% (or 5%) Roll-Up to age 85 (used for the 6% Roll-Up to
age 85 enhanced death benefit AND the Greater of 6% (or 5%) Roll-Up to age 85
enhanced death benefit or the Annual Ratchet to age 85 enhanced death benefit
AND for the Guaranteed minimum income benefit)" earlier in the Prospectus, the
higher Roll-Up rate (5% or 6%, or 4% in Washington) applies with respect to
most investment options, and, for Accumulator(R) and Accumulator(R) Elite/SM/
contracts, amounts in the account for special dollar cost averaging but a lower
Roll-Up rate (3%) applies with respect to the EQ/Intermediate Government Bond
option, the EQ/Money Market option (for Accumulator(R) Select/SM/ contracts,
not including any amounts allocated to the 12 month dollar cost averaging
program), the fixed maturity options, the Special 10 year fixed maturity option
(if applicable), the guaranteed interest option and the loan reserve account
under Rollover TSA (the "lower Roll-Up rate options"). The other investment
options, to which the higher rate applies, are referred to as the "higher
Roll-Up rate options". For more information about Roll-Up rates applicable in
various states and for various contract versions, see Appendices VIII and IX.

Your Roll-Up benefit base is comprised of two segments, representing that
portion of your benefit base, if any, that rolls up at the higher rate and the
other portion that is rolling up at 3%. If you transfer account value from a
higher Roll-Up rate option to a lower Roll-Up rate option, all or a portion of
your benefit base will transfer from the higher rate benefit base segment to
the lower rate benefit base segment. Similarly, if you transfer account value
from a lower Roll-Up rate option to a higher Roll-Up rate option, all or a
portion of your benefit base will transfer from the lower rate segment to the
higher rate segment. To determine how much to transfer from one Roll-Up benefit
base segment to the other Roll-Up benefit base segment, we use a
dollar-for-dollar calculation.

This means that we generally transfer an amount from one Roll-Up benefit base
segment to the other Roll-Up benefit base segment in

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

the same dollar amount as the transfer of account value. The effect of a
transfer on your benefit base will vary depending on your particular
circumstances.

.. For example, if your account value is $45,000 and has always been invested
in the higher Roll-Up rate options, and your benefit base is $30,000 and is
all rolling up at the higher rate, and you transfer $15,000 of your account
value to the EQ/Money Market variable investment option (a lower Roll-Up
rate option), then we will transfer $15,000 from the higher rate benefit
base segment to the lower rate benefit base segment. Therefore, immediately
after the transfer, of your $30,000 benefit base, $15,000 will continue to
roll-up at the higher rate and $15,000 will roll-up at the lower rate.

.. For an additional example, if your account value is $30,000 and has always
been invested in lower Roll-Up rate options, and your benefit base is
$45,000 and is all rolling up at the lower rate, and you transfer $15,000
of your account value (which is entirely invested in lower Roll-Up rate
options) to a higher Roll-Up rate option, then we will transfer $15,000 of
your benefit base from the lower rate benefit base segment to the higher
rate benefit base segment. Therefore, immediately after the transfer, of
your $45,000 benefit base, $15,000 will continue to roll-up at the higher
rate and $30,000 will roll-up at the lower rate.

.. Similarly, using the same example as immediately above, if you transferred
all of your account value ($30,000) to a higher Roll-Up rate option,
$30,000 will be transferred to the higher rate benefit base segment.
Immediately after the transfer, of your $45,000 benefit base, $30,000 will
roll-up at the higher rate and $15,000 will continue to roll-up at the
lower rate. Therefore, it is possible that some of your benefit base will
roll-up at the lower rate even after you transfer all of your account value
to the higher Roll-Up rate options.

DISRUPTIVE TRANSFER ACTIVITY

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

We offer investment options with underlying portfolios that are part of AXA
Premier VIP Trust and EQ Advisors Trust (together, "the trusts"). The trusts
have adopted policies and procedures regarding disruptive transfer activity.
They discourage frequent purchases and redemptions of Portfolio shares and will
not make special arrangements to accommodate such transactions. They aggregate
inflows and outflows for each Portfolio on a daily basis. On any day when a
Portfolio's net inflows or outflows exceed an established monitoring threshold,
the trust obtains from us contract owner trading activity. The trusts currently
consider transfers into and out of (or vice versa) the same variable investment
option within a five business day period as potentially disruptive transfer
activity. Each trust reserves the right to reject a transfer that it believes,
in its sole discretion, is disruptive (or potentially disruptive) to the
management of one of its Portfolios. Please see the prospectuses for the trusts
for more information.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

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 a trust may change the definition of potentially disruptive transfer
activity, the monitoring procedures and thresholds, any notification
procedures, and the procedures to restrict this activity. Any new or revised
policies and procedures will apply to all contract owners uniformly. We do not
permit exceptions to our policies restricting disruptive transfer activity.

It is possible that a trust may impose a redemption fee designed to discourage
frequent or disruptive trading by contract owners. As of the date of this
Prospectus, no trust available under the contract had implemented such a fee.
If a redemption fee is implemented by a trust, that fee, like any other trust
fee, will be borne by the contract owner.

REBALANCING YOUR ACCOUNT VALUE

We offer rebalancing, which you can use to automatically reallocate your
account value among your investment options. We currently offer two options:
"Option I" and "Option II." Option I allows you to rebalance your account value
among the variable investment options. Option II allows you to rebalance among
the variable investment options and the guaranteed interest option. Under both
options, rebalancing is not available for amounts you have allocated to the
fixed maturity options.

To enroll in one of our rebalancing programs, you must notify us in writing or
through Online Account Access and tell us:

(a)the percentage you want invested in each investment option (whole
percentages only), and

(b)how often you want the rebalancing to occur (quarterly, semiannually, or
annually on a contract year basis)

You may elect or terminate the rebalancing program at any time. You may also
change your allocations under the program at any time. Once enrolled in the
rebalancing program, it will remain in effect until you instruct us in writing
to terminate the program. Requesting an investment option transfer while
enrolled in our rebalancing program will not automatically change your
allocation instructions for rebalancing your account value. This means that
upon the next scheduled rebalancing, we will transfer amounts among your
investment options pursuant to the allocation instructions previously on file
for your program. Changes to your allocation instructions for the rebalancing
program (or termination of your enrollment in the program) must be in writing
and sent to our Processing Office. Termination requests can also be made online
through Online Account Access. See "How to reach us" in "Who is AXA Equitable?"
earlier in this Prospectus. There is no charge for the rebalancing feature.

If you select Option II, you will be subject to our rules regarding transfers
between the guaranteed interest option and the variable investment options.
These rules are described in "Transferring your account value" earlier in this
section. Under Option II, a transfer into or out of the guaranteed interest
option to initiate the rebalancing program will not be permitted if such
transfer would violate these rules. If this occurs, the rebalancing program
will not go into effect.

You may not elect Option II if you are participating in any dollar cost
averaging program. You may not elect Option I if you are participating in
general dollar cost averaging or, for Accumulator(R) Select/SM/ contracts, in
12 month dollar cost averaging.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

4. Accessing your money

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

WITHDRAWING YOUR ACCOUNT VALUE

You have several 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. If you withdraw more than 90% of your
contract's current cash value, we will treat it as a request to surrender your
contract for its cash value. See "Surrendering your contract to receive its
cash value" below. For the potential tax consequences of withdrawals, see "Tax
information" later in this Prospectus.

Please see "Insufficient account value" in "Determining your contract value"
earlier in this Prospectus and "How withdrawals (and transfers out of the
Special 10 year fixed maturity option) affect your Guaranteed minimum income
benefit, Guaranteed minimum death benefit and Guaranteed principal benefit
option 2," below for more information on how withdrawals affect your guaranteed
benefits and could potentially cause your contract to terminate.

------------------------------------------------------------------
METHOD OF WITHDRAWAL
-----------------------------------
PRE-AGE LIFETIME
59 1/2 REQUIRED
SUB- MINIMUM
SYSTE- STANTIALLY DISTRIBU-
CONTRACT PARTIAL MATIC EQUAL TION
------------------------------------------------------------------

NQ Yes Yes No No
------------------------------------------------------------------
Rollover IRA Yes Yes Yes Yes
------------------------------------------------------------------
Flexible Premium IRA/(1)/ Yes Yes Yes Yes
------------------------------------------------------------------
Roth Conversion IRA Yes Yes Yes No
------------------------------------------------------------------
Flexible Premium Roth IRA/(1)/ Yes Yes Yes No
------------------------------------------------------------------
Inherited IRA No No No /(2)/
------------------------------------------------------------------
QP/(3)/ Yes No No No
------------------------------------------------------------------
Rollover TSA/(4)/ Yes Yes No Yes
------------------------------------------------------------------

(1)Flexible Premium IRA contracts and Flexible Premium Roth IRA contracts are
only available with Accumulator(R) contracts
(2)The contract pays out post-death required minimum distributions. See
"Inherited IRA beneficiary continuation contract" in "Contract features and
benefits" earlier in this Prospectus. Inherited IRA contracts are not
available with Accumulator(R) Plus/SM/ contracts.
(3)All payments are made to the plan trust as the owner of the contract. See
"Appendix II: Purchase considerations for QP contracts" later in this
Prospectus. QP contracts are not available with Accumulator(R) Select/SM/
contracts.
(4)Employer or plan approval is required for all transactions. Your ability to
take withdrawals or loans from, or surrender your TSA contract may be
limited. See Appendix X --"Tax Sheltered Annuity contracts (TSAs)" later in
this Prospectus.

--------------------------------------------------------------------------------
ALL REQUESTS FOR WITHDRAWALS MUST BE MADE ON A SPECIFIC FORM THAT WE PROVIDE.
PLEASE SEE "HOW TO REACH US" UNDER "WHO IS AXA EQUITABLE?" EARLIER IN THIS
PROSPECTUS FOR MORE INFORMATION.
--------------------------------------------------------------------------------

DOLLAR-FOR-DOLLAR WITHDRAWAL SERVICE

ACCESSING YOUR MONEY

PARTIAL WITHDRAWALS

(ALL CONTRACTS)

Except for Accumulator(R) Select/SM/ contracts, partial withdrawals will be
subject to a withdrawal charge if they exceed the 10% free withdrawal amount
(see "10% free withdrawal amount" in "Charges and expenses" later in this
Prospectus). If you already own your contract, the applicable free withdrawal
percentage may be higher. See Appendix IX later in this Prospectus for the free
withdrawal amount that applies to your contract. Under Rollover TSA contracts,
if a loan is outstanding, you may only take partial withdrawals as long as the
cash value remaining after any withdrawal equals at least 10% of the
outstanding loan plus accrued interest.

SYSTEMATIC WITHDRAWALS

(ALL CONTRACTS EXCEPT INHERITED IRA AND QP CONTRACTS)

You may take systematic withdrawals on a monthly, quarterly or annual basis as
long as the withdrawals do not exceed the following percentages of your account
value: 0.8% monthly, 2.4% quarterly and 10% annually. The minimum amount you
may take in each systematic withdrawal is $250. If the amount withdrawn would
be less than $250 on the date a withdrawal is to be taken, we will not make a
payment and we will terminate your systematic withdrawal election. If you
already own your contract, the applicable percentages may be higher. See
Appendix IX later in this Prospectus for information on what applies to your
contract.

For contracts other than Accumulator(R) Select/SM/ contracts, if the withdrawal
charges on your contract have expired, you may elect a systematic withdrawal
option in excess of percentages described in the preceding paragraph, up to
100% of your account value. However, if you elect a systematic withdrawal
option in excess of these limits, and make a subsequent contribution to your
contract, the systematic withdrawal option will be terminated. You may then
elect a new systematic withdrawal option within the limits described in the
preceding paragraph.

If you elect our systematic withdrawal program, you may request to have your
withdrawals made on any day of the month, subject to the following restrictions:

.. you must select a date that is more than three calendar days prior to your
contract date anniversary; and

.. you cannot select the 29th, 30th or 31st.

If you do not select a date, we will make the withdrawals the same day of the
month as the day we receive your request to elect the program, subject to the
same restrictions listed above.

You must wait at least 28 days after your contract is issued before your
systematic withdrawals can begin. You must elect a date that is more than three
calendar days prior to your contract date anniversary.

You may elect to take systematic withdrawals at any time. If you own an IRA
contract, you may elect this withdrawal method only if you are between ages
59 1/2 and 70 1/2.

For contracts other than Accumulator(R) Select/SM/ contracts, systematic
withdrawals are not subject to a withdrawal charge, except to the extent that,
when added to a partial withdrawal previously taken in the same contract year,
the systematic withdrawal exceeds the 10% free withdrawal amount. This option
is not available if you have elected a guaranteed principal benefit -- this
restriction may not apply to certain contract owners, depending on when you
purchased your contract. See Appendix IX later in this Prospectus for more
information.

SUBSTANTIALLY EQUAL WITHDRAWALS

(ALL CONTRACTS EXCEPT QP CONTRACTS, NQ CONTRACTS, INHERITED IRA CONTRACTS, AND
ROLLOVER TSA CONTRACTS)

We offer our "substantially equal withdrawals option" to allow you to receive
distributions from your account value without triggering the 10% additional
federal income tax penalty, which normally applies to distributions made before
age 59 1/2. Substantially equal withdrawals are also referred to as "72(t)
exception withdrawals". See "Tax information" later in this Prospectus. We use
one of the IRS-approved methods for doing this; this is not the exclusive
method of meeting this exception. After consultation with your tax adviser, you
may decide to use another method which would require you to compute amounts
yourself and request partial withdrawals. In such a case, a withdrawal charge
may apply. Once you begin to take substantially equal withdrawals, you should
not (i) stop them; (ii) change the pattern of your withdrawals for example, by
taking an additional partial withdrawal; or (iii) contribute any more to the
contract until after the later of age 59 1/2 or five full years after the first
withdrawal. If you alter the pattern of withdrawals, you may be liable for the
10% federal tax penalty that would have otherwise been due on prior withdrawals
made under this option and for any interest on the delayed payment of the
penalty.

For contracts other than Accumulator(R) Select/SM/ contracts, substantially
equal withdrawals that we calculate for you are not subject to a withdrawal
charge, except to the extent that, when added to a partial withdrawal
previously taken in the same contract year, the substantially equal withdrawal
exceeds the free withdrawal amount (see "10% free with-

ACCESSING YOUR MONEY

drawal amount" in "Charges and expenses" later in this Prospectus).

Depending on when you purchased your contract, this option may not be available
if you have elected a guaranteed principal benefit. If you are an existing
contract owner, this restriction may not apply to all contract owners. See
Appendix IX later in this Prospectus for contract variations.

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS

(ROLLOVER IRA, FLEXIBLE PREMIUM IRA AND ROLLOVER TSA CONTRACTS ONLY -- SEE "TAX
INFORMATION" AND APPENDIX X 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 yourself and request partial withdrawals. In such a case, a
withdrawal charge may apply. Before electing this account based withdrawal
option, you should consider whether annuitization might be better in your
situation. If you have elected certain additional benefits, such as the
Guaranteed minimum death benefit or Guaranteed minimum income benefit, amounts
withdrawn from the contract to meet RMDs will reduce the benefit base and may
limit the utility of the benefit. Also, the actuarial present value of
additional contract benefits must be added to the account value in calculating
required minimum distribution withdrawals from annuity contracts funding TSAs
and IRAs, which could increase the amount required to be withdrawn. Please
refer to "Tax information" and Appendix X later in this Prospectus.

You may elect this service in the year in which you reach age 70 1/2 or in any
later year. The minimum amount we will pay out is $250. Currently, minimum
distribution withdrawal payments will be made annually. See "Required minimum
distributions" in "Tax information" and Appendix X later in this Prospectus for
your specific type of retirement arrangement.

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

FOR ROLLOVER IRA, FLEXIBLE PREMIUM IRA, AND ROLLOVER TSA CONTRACTS, WE WILL
SEND A FORM OUTLINING THE DISTRIBUTION OPTIONS AVAILABLE IN THE YEAR YOU REACH
AGE 70 1/2 (IF YOU HAVE NOT BEGUN YOUR ANNUITY PAYMENTS BEFORE THAT TIME).
--------------------------------------------------------------------------------

For contracts other than Accumulator(R) Select/SM/ contracts, we do not impose
a withdrawal charge on minimum distribution withdrawals taken through our
automatic RMD service except if, when added to a partial withdrawal previously
taken in the same contract year, the minimum distribution withdrawal exceeds
the 10% free withdrawal amount.

Under Rollover TSA contracts, you may not elect our automatic RMD service if a
loan is outstanding.

FOR CONTRACTS WITH PRINCIPAL PROTECTOR/SM/. If you elected Principal
Protector/SM/, provided no other withdrawals are taken during a contract year
in which you participate in our Automatic RMD service, an automatic withdrawal
using our service will not cause a GWB Excess withdrawal, even if it exceeds
your GWB Annual withdrawal amount. If you take any other withdrawal while you
participate in the service, however, this GWB Excess withdrawal exception
terminates permanently. In order to take advantage of this exception, you must
elect and maintain participation in our Automatic RMD service at your required
beginning date, or the contract date, if your required beginning date has
occurred before the contract was purchased. See "Principal Protector/SM/" in
"Contract features and benefits" earlier in this Prospectus for further
information.

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your value in the variable investment options and the guaranteed
interest account. If there is insufficient value or no value in the variable
investment options and the guaranteed interest account, any additional amount
of the withdrawal required or the total amount of the withdrawal will be
withdrawn from the fixed maturity options (other than the Special 10 year fixed
maturity option, if applicable), in the order of the earliest maturity date(s)
first. For Accumulator(R) and Accumulator(R) Elite/SM/ contracts, if the fixed
maturity option amounts are insufficient, we will deduct all or a portion of
the withdrawal from the account for special dollar cost averaging. If such
amounts are still insufficient, we will deduct any remaining portion from the
Special 10 year fixed maturity option (if applicable). A market value
adjustment will apply to withdrawals from the fixed maturity options (including
the Special 10 year fixed maturity option).

You may choose to have your systematic withdrawals or your substantially equal
withdrawals taken from specific variable investment options and/or the
guaranteed interest option. If you choose specific variable investment options
and/or the guaranteed interest option, and the value in those selected
option(s) drops below the requested withdrawal amount, the requested amount
will be taken on a pro rata basis from all investment options on the business
day after the withdrawal was scheduled to occur. All subsequent scheduled
withdrawals will be processed on a pro rata basis on the business day you
initially elected.

HOW WITHDRAWALS (AND TRANSFERS OUT OF THE SPECIAL 10 YEAR FIXED MATURITY
OPTION) AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT, GUARANTEED MINIMUM DEATH
BENEFIT AND GUARANTEED PRINCIPAL BENEFIT OPTION 2

In general, withdrawals will reduce your guaranteed benefits on a pro rata
basis. Reduction on a pro rata basis means that we calculate the percentage of
your current account value that is being withdrawn and we reduce your current
benefit by the same percentage. For example, if your account value is $30,000
and you withdraw $12,000, you have withdrawn 40% of your account value. If your
benefit was $40,000 before the withdrawal, it would be reduced by $16,000
($40,000 X .40) and your new benefit after the withdrawal would be $24,000
($40,000 - $16,000).

Transfers out of the Special 10 year fixed maturity option will reduce GPB
Option 2 on a pro rata basis. In addition, if you make a contract withdrawal
from the Special 10 year fixed maturity option, we will reduce your GPB Option
2 in a similar manner; however, the reduction will reflect both a transfer out
of the Special 10 year fixed maturity option and a withdrawal from the
contract. Therefore, the reduction in GPB Option 2 is greater when you take a
contract withdrawal from the Special 10 year fixed maturity option than it
would be if you took the withdrawal from another investment option.

ACCESSING YOUR MONEY

Similar to the example above, if your account value is $30,000 and you withdraw
$12,000 from the Special 10 year fixed maturity option, you have withdrawn 40%
of your account value. If your GPB Option 2 benefit was $40,000 before the
withdrawal, the reduction to reflect the transfer out of the Special 10 year
fixed maturity option would equal $16,000 ($40,000 x .40). The amount used to
calculate the reduction to reflect the withdrawal from the contract is $24,000
($40,000 - $16,000). The reduction to reflect the withdrawal would equal $9,600
($24,000 x .40), and your new benefit after the withdrawal would be $14,400
($24,000 - $9,600).

With respect to the Guaranteed minimum income benefit, the Greater of 6%
Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit and
the 6% Roll-Up to age 85 death benefit, withdrawals (including any applicable
withdrawal charges) will reduce each of the benefits' 6% Roll-Up to age 85
benefit base on a dollar-for-dollar basis, as long as the sum of withdrawals in
a contract year is 6% or less of the 6% Roll-Up benefit base on the most recent
contract date anniversary. Additional contributions made during the contract
year do not affect the amount of the withdrawals that can be taken on a
dollar-for-dollar basis in that contract year. Once a withdrawal is taken that
causes the sum of withdrawals in a contract year to exceed 6% of the benefit
base on the most recent anniversary, that entire withdrawal and any subsequent
withdrawals in that same contract year will reduce the benefit base pro rata.
Reduction on a dollar-for-dollar basis means that your 6% Roll-Up to age 85
benefit base will be reduced by the dollar amount of the withdrawal for each
Guaranteed benefit. The Annual Ratchet to age 85 benefit base will always be
reduced on a pro rata basis.

The effect of withdrawals on your Guaranteed minimum income benefit and,
Guaranteed minimum death benefit (including the Greater of 5% Roll-Up to age 85
or the Annual Ratchet to age 85 enhanced death benefit) may be different. See
Appendix IX later in this Prospectus for information on what applies to your
contract.

HOW WITHDRAWALS AFFECT PRINCIPAL PROTECTOR/SM/

If you elected Principal Protector/SM/, if available, any withdrawal reduces
your GWB benefit base by the amount of the withdrawal. In addition, a GWB
Excess withdrawal can significantly reduce your GWB Annual withdrawal amount
and further reduce your GWB benefit base. For more information, see "Effect of
GWB Excess withdrawals" and "Other important considerations" under "Principal
Protector/SM/" in "Contract features and benefits" earlier 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. Also, under
certain contracts, 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. If you are an existing
contract owner, the rules in the preceding sentence may not apply under your
contract or if the Guaranteed minimum income benefit no lapse guarantee is
available and in effect on your contract. See Appendix IX later in this
Prospectus for information. See also "Surrendering your contract to receive its
cash value" below. For the tax consequences of withdrawals, see "Tax
information" later in this Prospectus.

SPECIAL RULES FOR PRINCIPAL PROTECTOR/SM/ (IF AVAILABLE). If you elected
Principal Protector/SM/, all withdrawal methods described above can be used. We
will not treat a withdrawal request that results in a withdrawal in excess of
90% of the contract's cash value as a request to surrender the contract unless
it is a GWB Excess withdrawal. In addition, we will not terminate your contract
if either your account value or cash value falls below $500, unless it is due
to a GWB Excess withdrawal. In other words, if you take a GWB Excess withdrawal
that equals more than 90% of your cash value or reduces your cash value to less
than $500, we will treat your request as a surrender of your contract even if
your GWB benefit base is greater than zero. Please also see "Insufficient
account value" in "Determining your contract value" earlier in this Prospectus.
Please also see "Principal Protector/SM/" in "Contract features and benefits,"
earlier in this Prospectus, for more information on how withdrawals affect your
guaranteed benefits and could potentially cause your contract to terminate.

LOANS UNDER ROLLOVER TSA CONTRACTS

Loans from a Rollover TSA contract are not permitted without employer or plan
approval. We will not permit you to take a loan or have a loan outstanding
while you are enrolled in our "automatic required minimum distribution (RMD)
service."

Loans are subject to federal income tax limits and are also subject to the
limits of the plan. The loan rules under ERISA may apply to plans not sponsored
by a governmental employer. Federal income tax rules apply to all plans, even
if the plan is not subject to ERISA.

A loan will not be treated as a taxable distribution unless:

.. It exceeds limits of federal income tax rules;

.. Interest and principal are not paid when due; or

.. In some instances, service with the employer terminates.

Taking a loan in excess of the Internal Revenue Code limits may result in
adverse tax consequences.

We will permit you to have only one loan outstanding at a time. The minimum
loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your
account value, subject to any limits under the federal income tax rules. The
term of the loan is five years. However, if you use the loan to acquire your
primary residence, the term is 10 years. The term may not extend beyond the
earliest of:

(1)the date annuity payments begin,

(2)the date the contract terminates, and

(3)the date a death benefit is paid (the outstanding loan including any accrued
and unpaid loan interest, will be deducted from the death benefit amounts).

ACCESSING YOUR MONEY

A loan request under your Rollover TSA contract will be processed on the first
business day of the month following the date on which the properly completed
loan request form is received. Interest will accrue daily on your outstanding
loan at a rate we set. The loan interest rate will be equal to the Moody's
Corporate Bond Yield Averages for Baa bonds for the calendar month ending two
months before the first day of the calendar quarter in which the rate is
determined. Please see Appendix VIII later in this Prospectus for any state
rules that may affect loans from a TSA contract. Also, see Appendix X for a
discussion of TSA contracts.

Tax consequences for failure to repay a loan when due are substantial, and may
result in severe restrictions on your ability to borrow amounts under any plans
of your employer in the future.

LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the
amount of your loan to the loan reserve account. Unless you specify otherwise,
we will subtract your loan on a pro rata basis from your value in the variable
investment options and the guaranteed interest option. If those amounts are
insufficient, any additional amount of the loan will be subtracted from the
fixed maturity options (other than the Special 10 year fixed maturity option)
in the order of the earliest maturity date(s) first. For Accumulator(R) and
Accumulator(R) Elite/SM/ contracts, if the fixed maturity option amounts are
insufficient, we will deduct all or a portion of the loan from the account for
special dollar cost averaging. If such amounts are still insufficient, we will
deduct any remaining portion from the Special 10 year fixed maturity option (if
applicable). A market value adjustment will apply to withdrawals from the fixed
maturity options (including the Special 10 year fixed maturity option). If the
amounts are withdrawn from the Special 10 year fixed maturity option, the
guaranteed benefit will be adversely affected. See "Guaranteed principal
benefit option 2" in "Contract features and benefits" earlier 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 the
annuitant is living and before you begin to receive annuity payments. (Rollover
TSA contracts may have restrictions and employer or plan approval is required).
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.

All benefits under the contract will terminate as of the date we receive the
required information, including Principal Protector/SM/ (if applicable), if
your cash value is greater than your GWB Annual withdrawal amount. If you have
a GWB benefit base greater than zero, you should consider the impact of a
contract surrender on the Principal Protector/SM/ benefit. If your surrender
request does not constitute a GWB Excess withdrawal, you may be eligible for
additional benefits. If, however, your surrender request constitutes a GWB
Excess withdrawal, you will lose those benefits. Also, if the Guaranteed
minimum income benefit no lapse guarantee is in effect under your contract, the
Guaranteed minimum income benefit will terminate without value if your cash
value plus any other withdrawals taken in the contract year exceed 6% of the
Roll-Up benefit base (as of the beginning of the contract year). For more
information, please see "Annuity benefit" under "Insufficient account value" in
"Determining your contract value" and "Principal Protector/SM/" in "Contract
features and benefits" earlier in this Prospectus.

WHEN TO EXPECT PAYMENTS

Generally, we will fulfill requests for payments out of the variable 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, payment of a death benefit, payment of any amount you
withdraw (less any withdrawal charge) and, upon surrender, 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 the fair value of a variable investment
option's assets is not reasonably practicable because of an emergency, or

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

We can defer payment of any portion of your value in the guaranteed interest
account and fixed maturity options and, for Accumulator(R) and Accumulator(R)
Elite/SM/ contracts, the account for special dollar cost averaging (other than
for death benefits) for up to six months while you are living. We also may
defer payments for a reasonable amount of time (not to exceed 10 days) while we
are waiting for a contribution check to clear.

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 service at your expense.

YOUR ANNUITY PAYOUT OPTIONS

The following description assumes annuitization of your entire contract. For
partial annuitization, see "Partial annuitization" below.

Deferred annuity contracts such as the Accumulator(R) Series provide for
conversion to payout status at or before the contract's "maturity date." This
is called "annuitization." When your contract is annuitized, your
Accumulator(R) Series contract and all its benefits will terminate and you will
receive a supplemental annuity payout contract ("payout option") that provides
periodic payments for life as described in this section. In general, the
periodic payment amount is determined by the account value or cash value of
your Accumulator(R) Series contract at the time of annuitization and the
annuity purchase factor to which that value is applied, as described below.
Alternatively, if you have a Guaranteed minimum income benefit, you may
exercise your benefit in accordance with its terms. We have the right to
require you to provide any information we deem necessary to provide 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.

ACCESSING YOUR MONEY

Your Accumulator(R) Series contract guarantees that upon annuitization, your
annuity 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 five year intervals after the first 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 currently
offer you several choices of annuity payout options. Some enable you to receive
fixed annuity payments which can be either level or increasing, and others
enable you to receive variable annuity payments. Please see Appendix VIII later
in this Prospectus for variations that may apply to your state.

You can choose from among the annuity payout options listed below. Restrictions
may apply, depending on the type of contract you own or the annuitant's age
when the contract was issued. Other than life annuity with period certain, we
reserve the right to add, remove or change any of these annuity payout options
at any time. In addition, if you are exercising your Guaranteed minimum income
benefit, your choice of payout options are those that are available under the
Guaranteed minimum income benefit (see "Guaranteed minimum income benefit
option" in "Contract features and benefits" earlier in this Prospectus). If you
elect Principal Protector/SM/ and choose to annuitize your contract before the
maturity date, Principal Protector/SM/ will terminate without value even if
your GWB benefit base is greater than zero. Payments you receive under the
annuity payout option you select may be less than you would have received under
Principal Protector/SM/. See "Principal Protector/SM/" in "Contract features
and benefits" earlier in this Prospectus for further information.

-----------------------------------------------------------------
Fixed annuity payout options . Life annuity
. Life annuity with period
certain
. Life annuity with refund
certain
-----------------------------------------------------------------

.. 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. A life annuity with a
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.

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. We may offer other payout options not outlined here.
Your financial professional can provide you with details.

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 or market value adjustments. If amounts in a
fixed maturity option are used to purchase any annuity payment option prior to
the maturity date, a market value adjustment will apply.

For contracts other than Accumulator(R) Select/SM/ contracts, there is no
withdrawal charge imposed if you select a life annuity, life annuity with
period certain or life annuity with refund certain. If we are offering non-life
contingent forms of annuities, the withdrawal charge, if any, will be imposed.

PARTIAL ANNUITIZATION. Partial annuitization of nonqualified deferred annuity
contracts is permitted under certain circumstances. You may choose from the
life-contingent annuity payout options described here. We no longer offer a
period certain option for partial annuitization. We require you to elect
partial annuitization on the form we specify. Partial annuitization is not
available for a guaranteed minimum income benefit under a contract. For
purposes of this contract we will effect any partial annuitization as a
withdrawal applied to a payout annuity. See "How withdrawals are taken from
your account value" earlier in this section and also the discussion of "Partial
annuitization" in "Tax information" for more information.

SELECTING AN ANNUITY PAYOUT OPTION

You can choose the date annuity payments begin from the Accumulator(R) Series
contract. Generally, the date annuity payments begin may not be earlier than
thirteen months from the Accumulator(R) Series contract date. However, for
Accumulator(R) Plus/SM/ contracts, the date annuity payments begin may not be
earlier than five years (in a limited number of jurisdictions this requirement
may be more or less than five years) from the contract date. Please see
Appendix VIII later in this Prospectus for information on state variations. You
can change the date your annuity payments are to begin at any time. The date
may not be later than the annuity maturity date described below.

For Accumulator(R) Plus/SM/ contracts, if you start receiving annuity payments
within three years of making any contribution, we will recover the credit that
applies to any contribution made within the prior three years. Please see
Appendix VIII later in this Prospectus for information on state variations.

ACCESSING YOUR MONEY

period of a life contingent annuity. Once elected, the frequency with which you
receive payments cannot be changed.

ANNUITY MATURITY DATE

Your contract has a maturity date by which you must either take a lump sum
payment 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 a notice with the contract statement one year prior to the maturity date.

If you elected Principal Protector/SM/ and your contract is annuitized at
maturity, we will offer an annuity payout option for life that guarantees you
will receive payments that are at least equal to what you would have received
under Principal Protector until the point at which your GWB Benefit Base is
depleted. After your GWB Benefit Base is depleted, you will continue to receive
periodic payments while you are living. The amount of each payment will be the
same as the payment amount that you would have received if you had applied your
account value on the maturity date to purchase a life annuity at the annuity
purchase rate guaranteed in your contract; this payment amount may be more or
less than your GWB Annual Withdrawal amount.

Please see Appendix VIII later in this Prospectus for variations that may apply
in your state.

ACCESSING YOUR MONEY

5. Charges and expenses

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

CHARGES THAT AXA EQUITABLE DEDUCTS

We deduct the following charges each day from the net assets of each variable
investment option. These charges are reflected in the unit values of each
variable investment option:

.. A mortality and expense risks charge

.. An administrative charge

.. A distribution charge

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:

.. On each contract date anniversary -- an annual administrative charge, if
applicable.

.. For contracts other than Accumulator(R) Select/SM/ contracts, at the time
you make certain withdrawals or surrender your contract -- a withdrawal
charge.

.. On each contract date anniversary -- a charge for each optional benefit
that you have elected: a death benefit (other than the Standard death
benefit); the Guaranteed minimum income benefit; Principal Protector/SM/;
and Protection Plus/SM/.

.. On the first 10 contract date anniversaries -- a charge for GPB Option 2,
if you have elected this optional benefit.

More information about these charges appears below. The fees and charges
described are the maximum fees and charges that a contract owner will pay.
Please see your contract and/or Appendix IX for the fees and charges that apply
under your contract. 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" later in this
section.

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.

SEPARATE ACCOUNT ANNUAL EXPENSES

Accumulator(R): 0.75%
Accumulator(R) Plus/SM/: 0.90%
Accumulator(R) Elite/SM/: 1.10%
Accumulator(R) Select/SM/: 1.10%

Accumulator(R): 0.30% or 0.25%/(1)/
Accumulator(R) Plus/SM/: 0.35% or 0.25%/(1)/
Accumulator(R) Elite/SM/: 0.30% or 0.25%/(1)/
Accumulator(R) Select/SM/: 0.25%

(1)See Appendix IX later in this Prospectus for the charge that applies to your
contract

Accumulator(R): 0.20%
Accumulator(R) Plus/SM/: 0.25%
Accumulator(R) Elite/SM/: 0.25%
Accumulator(R) Select/SM/: 0.35%

CHARGES AND EXPENSES

ANNUAL ADMINISTRATIVE CHARGE

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option (see Appendix VIII later in this Prospectus
to see if deducting this charge from the guaranteed interest option is
permitted in your state) on a pro rata basis. If those amounts are
insufficient, we will deduct all or a portion of the charge from the fixed
maturity options (other than the Special 10 year fixed maturity option) in the
order of the earliest maturity date(s) first. For Accumulator(R) and
Accumulator(R) Elite/SM/ contracts, if such fixed maturity option amounts are
insufficient, we will deduct all or a portion of the charge from the account
for special dollar cost averaging. If such amounts are still insufficient, we
will deduct any remaining portion from the Special 10 year fixed maturity
option (if applicable). If the contract is surrendered or annuitized or a death
benefit is paid on a date other than the contract date anniversary, we will
deduct a pro rata portion of the charge for that year. A market value
adjustment will apply to deductions from the fixed maturity options (including
the Special 10 year fixed maturity option).

SPECIAL SERVICES CHARGES

We deduct a charge for providing the special services described below. These
charges compensate us for the expense of processing each special service. For
contracts other than Accumulator(R) Select/SM/ contracts, for certain services,
we will deduct from your account value any withdrawal charge that applies and
the charge for the special service. Please note that we may discontinue some or
all of these services without notice.

WIRE TRANSFER CHARGE. We charge $90 for outgoing wire transfers. Unless you
specify otherwise, this charge will be deducted from the amount you request.

EXPRESS MAIL CHARGE. We charge $35 for sending you a check by express mail
delivery. This charge will be deducted from the amount you request.

WITHDRAWAL CHARGE

(THIS SECTION DOES NOT APPLY TO ACCUMULATOR(R) SELECT/SM/ CONTRACTS)

A withdrawal charge applies in two circumstances: (1) if you make one or more
withdrawals during a contract year that, in total, exceed the 10% free
withdrawal amount, described below, or (2) if you surrender your contract to
receive its cash value. For Accumulator(R) Plus/SM/ contracts, a portion of
this charge also compensates us for the contract credit. For a discussion of
the credit, see "Credits" in "Contracts features and benefits" earlier in this
Prospectus. We expect to make a profit from this charge. For more information
about the withdrawal charge if you select an annuity payout option, see "Your
annuity payout options -- The amount applied to purchase an annuity payout
option" in "Accessing your money" earlier in the Prospectus.

Please see Appendix VIII later in this prospectus for possible withdrawal
charge schedule variations.

In order to give you the exact dollar amount of the withdrawal you request, we
deduct the amount of the withdrawal and the withdrawal charge from your account
value. Any amount deducted to pay withdrawal charges is also subject to the
same withdrawal charge percentage. We deduct the charge in proportion to the
amount of the withdrawal subtracted from each variable investment option. The
withdrawal charge helps cover our sales expenses.

For purposes of calculating reductions in your guaranteed benefits and
associated benefit bases, the withdrawal amount includes both the withdrawal
amount paid to you and the amount of the withdrawal charge deducted from your
account value. For more information, see "Guaranteed minimum death benefit and
Guaranteed minimum income benefit (or the "Living Benefit") base" and "How
withdrawals affect your Guaranteed minimum income benefit and Guaranteed
minimum death benefit" earlier in the Prospectus.

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

10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of
your account value without paying a withdrawal charge. The 10% free withdrawal
amount is determined using your

CHARGES AND EXPENSES

account value at the beginning of each contract year. In the first contract
year, the 10% free withdrawal amount is determined using all contributions
received in the first 90 days of the contract year. Additional contributions
during the contract year do not increase your 10% free withdrawal amount. The
10% free withdrawal amount does not apply if you surrender your contract except
where required by law.

For Accumulator(R) and Accumulator(R) Elite/SM/ contracts, for NQ contracts
issued to a charitable remainder trust, the free withdrawal amount will equal
the greater of: (1) the current account value less contributions that have not
been withdrawn (earnings in the contract), and (2) the 10% free withdrawal
amount defined above.

If you elected Principal Protector/SM/, we will waive any withdrawal charge for
any withdrawal during the contract year up to the GWB Annual withdrawal amount,
even if such withdrawals exceed the free withdrawal amount. However, each
withdrawal reduces the free withdrawal amount for that contract year by the
amount of the withdrawal. Withdrawal charges are applied to the amount of the
withdrawal that exceeds the GWB Annual withdrawal amount.

The applicable free withdrawal amount percentage may be higher for certain
contract owners, depending on when you purchased your contract. See Appendix IX
later in this Prospectus for the free withdrawal amount that applies under your
contract.

CERTAIN WITHDRAWALS. If you elected the Guaranteed minimum income benefit
and/or the Greater of 6% Roll-Up to age 85 or the annual ratchet to age 85
enhanced death benefit, the withdrawal charge will be waived for any withdrawal
that, together with any prior withdrawals made during the contract year, does
not exceed 6% of the beginning of contract year 6% to age 85 Roll-Up benefit
base, even if such withdrawals exceed the free withdrawal amount. Also, a
withdrawal charge does not apply to a withdrawal that exceeds 6% of the
beginning of contract year 6% to age 85 Roll-Up benefit base as long as it does
not exceed the free withdrawal amount. If your withdrawal exceeds the amount
described above, this waiver is not applicable to that withdrawal, or to any
subsequent withdrawal for the life of the contract.

See Appendix IX later in this Prospectus to see if this waiver of the
withdrawal charge applies under your contract.

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

(i)The annuitant 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 the annuitant's life expectancy is six months or less; or

(iii)The annuitant 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 as described in (i),
(ii) or (iii) above existed at the time a contribution was remitted or if the
condition that 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.

GUARANTEED MINIMUM DEATH BENEFIT CHARGE

ANNUAL RATCHET TO AGE 85. If you elected the Annual Ratchet to age 85 enhanced
death benefit, we deduct a charge annually from your account value on each
contract date anniversary for which it is in effect. The charge is equal to
0.25% of the Annual Ratchet to age 85 benefit base. If you are an existing
contract owner, the charge may be as much as 0.30% of the Annual Ratchet to age
85 benefit base. Please see Appendix IX later in this Prospectus or your
contract for more information.

GREATER OF 5% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elected
this enhanced death benefit, we deduct a charge annually from your account
value on each contract date anniversary for which it is in effect. The charge
is equal to 0.50% of the Greater of the 5% Roll-Up to age 85 or the Annual
Ratchet to age 85 benefit base.

GREATER OF 6% ROLL-UP TO AGE 85 OR ANNUAL RATCHET TO AGE 85. If you elected
this enhanced death benefit, we deduct a charge annually from your account
value on each contract date anniversary for which it is in effect. The charge
is equal to 0.60% of the greater of the 6% Roll-Up to age 85 or the Annual
Ratchet to age 85 benefit base. For certain contract owners, your charge may be
less, depending on when you purchased your contract. Please see Appendix IX
later in this Prospectus or your contract for more information.

6% ROLL-UP TO AGE 85. If you elected the 6% Roll-Up to age 85 enhanced death
benefit, we deduct a charge annually from your account value on each contract
date anniversary for which it is in effect. The charge is equal to 0.45% of the
6% Roll-Up to age 85 benefit base.

WHEN WE DEDUCT THESE CHARGES. We will deduct these charges from your value in
the variable investment options and the guaranteed interest option (see
Appendix VIII later in this Prospectus to see if deducting these charges from
the guaranteed interest account is permitted in your state) on a pro rata
basis. If these amounts are insufficient, we will deduct all or a portion of
these charges from the fixed maturity options (other than the Special 10 year
fixed maturity option) in the order of the earliest maturity date(s) first. For
Accumulator(R) and Accumulator(R) Elite/SM/ contracts, if such fixed maturity
option amounts are insufficient, we will deduct all or a portion of these
charges from the account for special dollar cost averaging. If such amounts are
still insufficient, we will deduct any remaining portion

CHARGES AND EXPENSES

from the Special 10 year fixed maturity option (if applicable). If the contract
is surrendered or annuitized or a death benefit is paid on a date other than a
contract date anniversary, we will deduct a pro rata portion of the charge for
that year. For certain contract owners, this pro rata deduction may not apply,
depending on when you purchased your contract. See Appendix IX later in this
Prospectus for more information. A market value adjustment will apply to
deductions from the fixed maturity options (including the Special 10 year fixed
maturity option).

There is no charge if you exercise the Guaranteed minimum death
benefit/Guaranteed minimum income benefit roll-up benefit base reset option.

STANDARD DEATH BENEFIT. There is no additional charge for the standard death
benefit.

GUARANTEED PRINCIPAL BENEFIT OPTION 2

If you purchased GPB Option 2, we deduct a charge annually from your account
value on the first 10 contract date anniversaries. The charge is equal 0.50% of
the account value. We will deduct this charge from your value in the variable
investment options and the guaranteed interest option (see Appendix VIII later
in this Prospectus to see if deducting this charge from the guaranteed interest
option is permitted in your state) on a pro rata basis. If those amounts are
insufficient, we will deduct any remaining portion of the charge from amounts
in any fixed maturity options (other than the Special 10 year fixed maturity
option) in the order of the earliest maturity date(s) first. For Accumulator(R)
and Accumulator(R) Elite/SM/ contracts, if such fixed maturity option amounts
are insufficient, we will deduct all or a portion of these charges from the
account for special dollar cost averaging. If such amounts are still
insufficient, we will deduct any remaining portion from the Special 10 year
fixed maturity option (if applicable). If the contract is surrendered or
annuitized or a death benefit is paid on a date other than a contract date
anniversary, we will deduct a pro rata portion of the charge for that year. For
certain contract owners, this pro rata deduction may not apply, depending on
when you purchased your contract. See Appendix IX later in this Prospectus for
more information. A market value adjustment will apply to deductions from the
fixed maturity options (including the Special 10 year fixed maturity option).

GUARANTEED MINIMUM INCOME BENEFIT (THE "LIVING BENEFIT") CHARGE

If you elected the Guaranteed minimum income benefit, we deduct a charge
annually from your account value on each contract date anniversary until such
time as you exercise the Guaranteed minimum income benefit, elect another
annuity payout option or the contract date anniversary after the annuitant
reaches age 85, whichever occurs first. The charge is equal to 0.65% of the
applicable benefit base in effect on the contract date anniversary. For certain
contract owners, your charge may be less, depending on when you purchased your
contract. Please see Appendix IX later in this Prospectus or your contract for
more information.

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option on a pro rata basis. (See Appendix VIII
later in this Prospectus to see if deducting this charge from the guaranteed
interest option is permitted in your state.) If those amounts are still
insufficient, we will deduct all or a portion of the charge from the fixed
maturity options in the order of the earliest maturity date(s) first. For
Accumulator(R) and Accumulator(R) Elite/SM/ contracts, if such fixed maturity
option amounts are still insufficient, we will deduct all or a portion of the
charge from the account for special dollar cost averaging. If the contract is
surrendered or annuitized or a death benefit is paid on a date other than a
contract date anniversary, we will deduct a pro rata portion of the charge for
that year. For certain contract owners, pro rata deduction may not apply,
depending on when you purchased your contract. See Appendix IX later in this
Prospectus for more information. A market value adjustment will apply to
deductions from the fixed maturity options (including the Special 10 year fixed
maturity option, if available).

There is no charge if you exercise the Guaranteed minimum death
benefit/guaranteed minimum income benefit roll-up benefit base reset option or
for the Guaranteed minimum income benefit no lapse guarantee. This option is
not available under all contracts.

PROTECTION PLUS/SM/ CHARGE

If you elected Protection Plus/SM/, we deduct a charge annually from your
account value on each contract date anniversary for which it is in effect. The
charge is equal to 0.35% of the account value on each contract date
anniversary. We will deduct this charge from your value in the variable
investment options and the guaranteed interest option on a pro rata basis. If
those amounts are insufficient, we will deduct all or a portion of the charge
from the fixed maturity options (other than the Special 10 year fixed maturity
option) in the order of the earliest maturity date(s) first. For Accumulator(R)
and Accumulator(R) Elite/SM/ contracts, if such fixed maturity option amounts
are still insufficient, we will deduct all or a portion of the charge from the
account for special dollar cost averaging. If such amounts are still
insufficient, we will deduct any remaining portion from the Special 10 year
fixed maturity option (if applicable). If the contract is surrendered or
annuitized or a death benefit is paid on a date other than a contract date
anniversary, we will deduct a pro rata portion of the charge for that year. If
you are an existing contract owner, this pro rata deduction may not apply under
your contract. See Appendix IX later in this Prospectus for more information. A
market value adjustment will apply to deductions from the fixed maturity
options (including the Special 10 year fixed maturity option).

CHARGES AND EXPENSES

PRINCIPAL PROTECTOR/SM /CHARGE

If you elected Principal Protector/SM/, we deduct a charge annually as a
percentage of your account value on each contract date anniversary. If you
elect the 5% GWB Annual withdrawal option, the charge is equal to 0.35%. If you
elect the 7% GWB Annual withdrawal option, the charge is equal to 0.50%. We
will deduct this charge from your value in the variable investment options and
the guaranteed interest option (See Appendix VIII later in this Prospectus to
see if deducting this charge from the guaranteed interest option is permitted
in your state) on a pro rata basis. If those amounts are insufficient, we will
deduct all or a portion of the charge from the fixed maturity options in the
order of the earliest maturity date(s) first. If the contract is surrendered or
annuitized or a death benefit is paid on a date other than a contract date
anniversary, we will deduct a pro rata portion of the charge for that year. For
certain contract owners, this pro rata deduction may not apply, depending on
when you purchased your contract. See Appendix IX later in this Prospectus for
more information. If you die, and your beneficiary continues Principal
Protector/SM/ under the Beneficiary con tinuation option we will not deduct a
pro rata portion of the charge upon your death. However, the Principal
Protector/SM/ charge will continue. A market value adjustment will apply to
deductions from the fixed maturity options.

If your GWB benefit base falls to zero but your contract is still in force, the
charge will be suspended as of the next contract date anniversary. The charge
will be reinstated, as follows: (i) if you make a subsequent contribution, we
will reinstate the charge that was in effect at the time your GWB benefit base
became depleted, (ii) if you elect to exercise the Optional step up provision,
we will reinstate a charge, as discussed immediately below, and (iii) if your
beneficiary elects the Beneficiary continuation option and reinstates the
Principal Protector/SM/ benefit with a one time step up, we will reinstate the
charge that was in effect when the GWB benefit base fell to zero.

If your beneficiary elects the Beneficiary continuation option, and is eligible
to continue Principal Protector/SM/, the benefit and the charge will continue
unless your beneficiary tells us to terminate the benefit at the time of
election.

OPTIONAL STEP UP CHARGE. Every time you elect the Optional step up, we reserve
the right to raise the benefit charge at the time of the step up. The maximum
charge for Principal Protector/SM/ with a 5% GWB Annual withdrawal option is
0.60%. The maximum charge for Principal Protector/SM/ with a 7% GWB Annual
withdrawal amount option is 0.80%. The increased charge, if any, will apply as
of the next contract date anniversary following the step up and on all contract
anniversaries thereafter.

If you die and your beneficiary elects the Beneficiary continuation option, if
available, a one time step up only (at no additional charge) is applicable. For
more information on the Optional step up, one time step up and Automatic reset
provisions, see "Principal Protector/SM/" in "Contract features and benefits."

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%.

CHARGES THAT THE TRUSTS DEDUCT

The Trusts deduct charges for the following types of fees and expenses:

.. Management fees.

.. 12b-1 fees.

.. Operating expenses, such as trustees' fees, independent public accounting
firms' fees, legal counsel fees, administrative service fees, custodian
fees and liability insurance.

.. Investment-related expenses, such as brokerage commissions.

These charges are reflected in the daily share price of each Portfolio. Since
shares of each Trust are purchased at their net asset value, these fees and
expenses are, in effect, passed on to the variable investment options and are
reflected in their unit values. Certain Portfolios available under the contract
in turn invest in shares of other Portfolios of AXA Premier VIP Trust and EQ
Advisors Trust and/or shares of unaffiliated portfolios (collectively, the
"underlying portfolios"). The underlying portfolios each have their own fees
and expenses, including management fees, operating expenses, and investment
related expenses such as brokerage commissions. For more information about
these charges, please refer to the prospectuses for the Trusts.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge (if applicable) or the mortality and expense risks charge or change the
minimum initial contribution requirements. We also may change the Guaranteed
minimum income benefit or the Guaranteed minimum death benefit, or offer
variable investment options that invest in shares of the Trusts that are not
subject to 12b-1 fees. For Accumulator(R) Plus/SM/ contracts, if permitted
under the terms of our exemptive order regarding Accumulator(R) Plus/SM/ bonus
feature, we may also change the crediting percentage that applies to
contributions. 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 Rollover IRA and Roth
Conversion IRA contracts. Sponsored arrangements include those in which an
employer allows us to sell contracts to its employees or retirees on an
individual basis.

CHARGES AND EXPENSES

We may also establish different rates to maturity for the fixed maturity
options under different classes of contracts for group or sponsored
arrangements.

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 recom
mending 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 would be unfairly discriminatory.

CHARGES AND EXPENSES

6. Payment of death benefit

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

YOUR BENEFICIARY AND PAYMENT OF BENEFIT

You designated your beneficiary when you applied for your contract. You may
change your beneficiary at any time during your lifetime and while the contract
is in-force. The change will be effective as of the date the written request is
executed, whether or not you are living on the date 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 written confirmation when we
receive your request.

The death benefit is equal to your account value (without adjustment for any
otherwise applicable negative market value adjustment) or, if greater, the
applicable Guaranteed minimum death benefit. We determine the amount of the
death benefit (other than the applicable Guaranteed minimum death benefit) and
any amount applicable under the Protection Plus/SM/ feature, as of the date we
receive satisfactory proof of the annuitant's death, any required instructions
for the method of payment, forms necessary to effect payment and any other
information we may require. However, this is not the case if the sole primary
beneficiary of your contract is your spouse and he or she decides to roll over
the death benefit to another contract issued by us. See "Effect of the
annuitant's death" below. The amount of the applicable Guaranteed minimum death
benefit will be such Guaranteed minimum death benefit as of the date of the
annuitant's death, adjusted for any subsequent withdrawals. For Rollover TSA
contracts with outstanding loans, we will reduce the amount of the death
benefit by the amount of the outstanding loan, including any accrued but unpaid
interest on the date that the death benefit payment is made. Payment of the
death benefit terminates the contract.

For Accumulator(R) Plus contracts, the account value used to determine the
death benefit and Protection Plus/SM/ benefit will first be reduced by the
amount of any Credits applied in the one-year period prior to the annuitant's
death.

EFFECT OF THE ANNUITANT'S DEATH

If the annuitant dies before the annuity payments begin, we will pay the death
benefit to your beneficiary.

Generally, the death of the annuitant terminates the contract. However, a
surviving spouse who is the sole primary beneficiary of the deceased
owner/annuitant can choose to be treated as the successor owner/annuitant and
continue the contract. The Successor owner/ annuitant feature is only available
under NQ and individually-owned IRA contracts (other than Inherited IRAs). See
"Inherited IRA beneficiary continuation contract" in "Contract features and
benefits" earlier in this Prospectus.

For NQ and all types of IRA contracts, a beneficiary may be able to have
limited ownership as discussed under "Beneficiary continuation option" below.

If you are the sole annuitant, your surviving spouse may have the option to:

.. take the death benefit proceeds in a lump sum;

.. continue the contract as a successor owner under "Spousal continuation" (if
your spouse is the sole primary beneficiary) or under our Beneficiary
continuation option, as discussed below; or

.. roll the death benefit proceeds over into another contract.

WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT

Under certain conditions the owner changes after the original owner's death for
purposes of receiving required distributions from the contract. When you are
not the annuitant under an NQ contract and you die before annuity payments
begin, unless you specify otherwise, the beneficiary named to receive the death
benefit upon the annuitant's death will become the successor owner. If you do
not want this beneficiary to be the successor owner, you should name a specific
successor owner. You may name a successor owner at any time during your life by
sending satisfactory notice to our processing office. If the contract is
jointly owned and the first owner to die is not the

PAYMENT OF DEATH BENEFIT

annuitant, the surviving owner becomes the sole contract owner. This person
will be considered the successor owner for purposes of the distribution rules
described in this section. The surviving owner automatically takes the place of
any other beneficiary designation.

You should carefully consider the following if you have elected the Guaranteed
minimum income benefit and you are the owner, but not the annuitant. Because
the payments under the Guaranteed minimum income benefit are based on the life
of the annuitant, and the federal tax law required distributions described
below are based on the life of the successor owner, a successor owner who is
not also the annuitant may not be able to exercise the Guaranteed minimum
income benefit, if you die before annuity payments begin. Therefore, one year
before you become eligible to exercise the Guaranteed minimum income benefit,
you should consider the effect of your beneficiary designations on potential
payments after your death. For more information, see "Exercise rules" under
"Guaranteed minimum income benefit option" in "Contract features and benefits"
earlier in this Prospectus.

Unless the surviving spouse of the owner who has died (or in the case of a
joint ownership situation, the surviving spouse of the first owner to die) is
the successor owner for this purpose, the entire interest in the contract must
be distributed under the following rules:

.. The cash value of the contract must be fully paid to the successor owner
(new owner) within five years after your death (the "5-year rule"), or in a
joint ownership situation, the death of the first owner to die.

.. If Principal Protector/SM/ was elected and if the "5-year rule" is elected
and the successor owner dies prior to the end of the fifth year, we will
pay any remaining account value in a lump sum and the contract and any
remaining GWB benefit base will terminate without value. The successor
owner should consult with a tax adviser before choosing to use the "5-year
rule." The GWB benefit base may be adversely affected if the successor
owner makes any withdrawals that cause a GWB Excess withdrawal. Also, when
the contract terminates at the end of 5 years, any remaining GWB benefit
base would be lost. If you elected Principal Protector/SM/, the successor
owner has the option to terminate the benefit and charge upon receipt by us
of due proof of death and notice to discontinue the benefit; otherwise, the
benefit and charge will automatically continue.

.. The successor owner may instead elect to receive the cash value as a life
annuity (or payments for a period certain of not longer than the successor
owner's life expectancy). Payments must begin within one year after the
non-annuitant owner's death. Unless this alternative is elected, we will
pay any cash value five years after your death (or the death of the first
owner to die).

.. A successor owner should consider naming a new beneficiary.

If the surviving spouse is the successor owner or joint owner, the spouse may
elect to continue the contract. No distributions are required as long as the
surviving spouse and annuitant are living.

An eligible successor owner, including a surviving joint owner after the first
owner dies, may elect the beneficiary continuation option for NQ contracts
discussed later under "Beneficiary continuation option" below.

HOW DEATH BENEFIT PAYMENT IS MADE

We will pay the death benefit to the beneficiary in the form of the annuity
payout option you have chosen. If you have not chosen an annuity payout option
as of the time of the annuitant's death, the beneficiary will receive the death
benefit in a single sum. Payment of the death benefit in a lump sum terminates
all rights and any applicable guarantees under the contract, including
Guaranteed minimum income benefit, GPB Options 1 and 2, and Principal
Protector/SM/. However, subject to any exceptions in the contract, our rules
and any applicable requirements under federal income tax rules, the beneficiary
may elect to apply the death benefit to one or more annuity payout options we
offer at the time. See "Your annuity payout options" in "Accessing your money"
earlier in this Prospectus. Please note that any annuity payout option chosen
may not extend beyond the life expectancy of the beneficiary.

SUCCESSOR OWNER AND ANNUITANT

If you are both the contract owner and the annuitant, and your spouse is the
sole primary beneficiary or the joint owner, then your spouse may elect to
receive the death benefit or continue the contract as successor
owner/annuitant. The successor owner/annuitant must be 85 or younger as of the
date of the non-surviving spouse's death.

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.

If your surviving spouse decides to continue the contract, then as of the date
we receive satisfactory proof of your death, any required instructions and
information, and forms necessary to effect the Successor owner/annuitant
feature, we will increase the account value to equal your elected Guaranteed
minimum death benefit as of the date of your death if such death benefit is
greater than your account value, plus any amount applicable under the
Protection Plus/SM/ feature, and adjusted for any subsequent withdrawals. For
Accumulator(R) Plus/SM/ contracts, if any contributions are made during the
one-year period prior to your death, the account value will first be reduced by
any Credits applied to any such contributions. The increase in the account
value will be allocated to the investment options according to the allocation
percentages we have on file for your contract. Thereafter, for all contracts
except Accumulator(R) Select/SM/ contracts, withdrawal charges will no longer
apply to contributions made before your death, though withdrawal charges will
apply if additional contributions are made. These additional contributions will
be considered to be withdrawn only after all other amounts have been withdrawn.
In determining whether your applicable guaranteed minimum death benefit option
will continue to grow, we will use your surviving spouse's age as of the date
we receive satisfactory proof of your death, any required instructions and the
information and forms necessary to effect the successor owner/ annuitant
feature.

We will determine whether your applicable Guaranteed minimum death benefit
option will continue as follows:

.. If the successor owner/annuitant is age 75 or younger on the date of the
original owner/annuitant's death, and the original owner/annuitant was age
84 or younger at death, the Guaranteed minimum death benefit continues
based upon the option that was elected by the original owner/annuitant and
will continue to grow according to its terms until the contract date
anniversary following the date the successor owner/annuitant reaches age 85.

PAYMENT OF DEATH BENEFIT

.. If the successor owner/annuitant is age 75 or younger on the date of the
original owner/annuitant's death, and the original owner/annuitant was age
85 or older at death, we will reinstate the Guaranteed minimum death
benefit that was elected by the original owner/annuitant. The benefit will
continue to grow according to its terms until the contract date anniversary
following the date the successor owner/annuitant reaches age 85.

.. If the successor owner/annuitant is age 76 or over on the date of the
original owner/annuitant's death, the Guaranteed minimum death benefit will
no longer grow, and we will no longer charge for the benefit.

If you elected Principal Protector/SM/, the benefit and charge will remain in
effect. If the GWB benefit base is zero at the time of your death, and the
charge had been suspended, the charge will be reinstated if any of the events,
described in "Principal Protector/SM/ charge" in "Charges and expenses" earlier
in this Prospectus, occur. The GWB benefit base will not automatically be
stepped up to equal the account value, if higher, upon your death. Your spouse
must wait five complete years from the prior step up or from contract issue,
whichever is later, in order to be eligible for the Optional step up. For more
information, see "Principal Protector/SM/" in "Contract features and benefits"
earlier in this Prospectus.

For information on the operation of the successor owner/annuitant feature with
the Guaranteed minimum income benefit, see "Exercise of Guaranteed minimum
income benefit" under "Guaranteed minimum income benefit option" in "Contract
features and benefits," earlier in this Prospectus. For information on the
operation of this feature with Protection Plus/SM/, see "Protection Plus/SM/"
in "Guaranteed minimum death benefit" under "Contract features and benefits,"
earlier in this Prospectus.

SPOUSAL PROTECTION

SPOUSAL PROTECTION OPTION FOR NQ CONTRACTS ONLY. This feature permits spouses
who are joint contract owners to increase the account value to equal the
guaranteed minimum death benefit, if higher, and by the value of any Protection
Plus/SM/ benefit, if elected, upon the death of either spouse. This account
value "step up" occurs even if the surviving spouse was the named annuitant. If
you and your spouse jointly own the contract and one of you is the named
annuitant, you had the right to elect the Spousal protection option at the time
you purchased your contract at no additional charge. Both spouses must have
been between the ages of 20 and 70 at the time the contract was issued and must
each have been named the primary beneficiary in the event of the other's death.

The annuitant's age is generally used for the purpose of determining contract
benefits. However, for the Annual Ratchet to age 85 and the Greater of 6%
Roll-Up to age 85 or Annual Ratchet to age 85 guaranteed minimum death benefits
and the Protection Plus/SM/ benefit, the benefit is based on the older spouse's
age. The older spouse may or may not be the annuitant. However, for purposes of
the Guaranteed minimum death benefit/guaranteed minimum income benefit roll-up
benefit base reset option, the last age at which the benefit base may be reset
is based on the annuitant's age, not the older spouse's age.

If the annuitant dies prior to annuitization, the surviving spouse may elect to
receive the death benefit, including the value of the Protection Plus/SM/
benefit, or, if eligible, continue the contract as the sole owner/ annuitant by
electing the successor owner/annuitant option. If the non-annuitant spouse dies
prior to annuitization, the surviving spouse continues the contract
automatically as the sole owner/annuitant. In either case, the contract would
continue, as follows:

.. As of the date we receive due proof of the spouse's death, the account
value will be reset to equal the Guaranteed minimum death benefit as of the
date of the non-surviving spouse's death, if higher, increased by the value
of the Protection Plus/SM/ benefit. For Accumulator(R) Plus/SM/ contracts,
if the annuitant spouse dies, the account value will first be reduced by
any Credits applied in the one-year period prior to the death of either
spouse.

.. The Guaranteed minimum death benefit continues to be based on the older
spouse's age for the life of the contract, even if the younger spouse is
originally or becomes the sole owner/ annuitant.

.. The Protection Plus/SM/ benefit will now be based on the surviving spouse's
age at the date of the non-surviving spouse's death for the remainder of
the life of the contract. If the benefit had been previously frozen because
the older spouse had attained age 80, it will be reinstated if the
surviving spouse is age 75 or younger. The benefit is then frozen on the
contract date anniversary after the surviving spouse reaches age 80. If the
surviving spouse is age 76 or older, the benefit will be discontinued even
if the surviving spouse is the older spouse (upon whose age the benefit was
originally based).

.. The Guaranteed minimum income benefit may continue if the benefit had not
already terminated and the benefit will be based on the successor
owner/annuitant, if applicable. See "Guaranteed minimum income benefit" in
"Contract features and benefits" earlier in this Prospectus.

.. If the annuitant dies first, any withdrawal charges will no longer apply to
any contributions made prior to the annuitant's death. If the non-annuitant
spouse dies first, the withdrawal charge schedule, if any, remains in
effect with regard to all contributions.

.. If you elected Principal Protector/SM/, the benefit and charge will remain
in effect. If your GWB benefit base is zero at the time of your death, and
the charge had been suspended, the charge will be reinstated if any of the
events, described in "Principal Protector/SM/ charge" in "Charges and
expenses" earlier in this Prospectus, occur. The GWB benefit base will not
automatically be stepped up to equal the account value, if higher, upon
your death. Your spouse must wait five complete years from the prior step
up or from contract issue, whichever is later, in order to be eligible for
the Optional step up. For more information, see "Principal Protector/SM/"
in "Contract features and benefits" earlier in this Prospectus.

PAYMENT OF DEATH BENEFIT

We will not allow Spousal protection to be added after contract issue. If there
is a change in owner or primary beneficiary, the Spousal protection benefit
will be terminated. If you divorce, but do not change the owner or primary
beneficiary, Spousal protection continues.

Depending on when you purchased your contract, this feature may not be
available to you. See Appendix IX later in this Prospectus for more information
about your contract.

BENEFICIARY CONTINUATION OPTION

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. If the election is made, then, as of the
date we receive satisfactory proof of death, any required instructions,
information and forms necessary to effect the beneficiary continuation option
feature, we will increase the account value to equal the applicable death
benefit, if such death benefit is greater than such account value, plus any
amount applicable under the Protection Plus/SM/ feature, adjusted for any
subsequent withdrawals. For Accumulator(R) Plus/SM/ contracts, if you die
during the one-year period following our receipt of a contribution, the account
value will first be reduced by any Credits applied to such contribution.

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:

.. The contract continues with your name on it for the benefit of your
beneficiary.

.. 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.

.. The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

.. The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

.. If you had elected the Guaranteed minimum income benefit, an optional
enhanced death benefit, GPB Option 2 or Principal Protector/SM/ (in certain
circumstances) under the contract, they will no longer be in effect and
charges for such benefits will stop. Also, any Guaranteed minimum death
benefit feature will no longer be in effect. See below for certain
circumstances where Principal Protector/SM/ may continue to apply.

.. 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.

.. Any partial withdrawal must be at least $300.

.. Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract.

.. If you had elected Principal Protector/SM/, your spousal beneficiary may
not continue Principal Protector/SM/, and the benefit will terminate
without value, even if the GWB benefit base is greater than zero. In
general, spousal beneficiaries who wish to continue Principal Protector/SM/
should consider continuing the contract under the Successor owner and
annuitant feature, if eligible. In general, eligibility requires that your
spouse must be the sole primary beneficiary. Please see "Successor owner
and annuitant" in "How death benefit payment is made" under "Payment of
death benefit" earlier in this Prospectus for further details. If there are
multiple beneficiaries who elect the Beneficiary continuation option, the
spousal beneficiary may continue the contract without Principal
Protector/SM/ and non-spousal beneficiaries may continue with Principal
Protector/SM/. In this case, the spouse's portion of the GWB benefit base
will terminate without value.

.. If you had elected Principal Protector/SM/, your non-spousal beneficiary
may continue the benefit, as follows:

-- The beneficiary was 75 or younger on the original contract date.

PAYMENT OF DEATH BENEFIT

-- The benefit and charge will remain in effect unless your beneficiary
tells us to terminate the benefit at the time of the Beneficiary
continuation option election.

-- One time step up: Upon your death, if your account value is greater than
the GWB benefit base, the GWB benefit base will be automatically stepped
up to equal the account value, at no additional charge. If Principal
Protector/SM/ is not in effect at the time of your death because the GWB
benefit base is zero, the beneficiary may reinstate the benefit (at the
charge that was last in effect) with the one time step up. For
Accumulator(R) Plus/SM/ contracts, if you die during the one-year period
following our receipt of a contribution to which a Credit was applied,
the account value will first be reduced by any Credits applied to such
contribution before comparison with the GWB benefit base for purposes of
any GWB benefit base step up. If the beneficiary chooses not to reinstate
the Principal Protector/SM/ at the time the Beneficiary continuation
option is elected, Principal Protector/SM/ will terminate.

-- If there are multiple beneficiaries each beneficiary's interest in the
GWB benefit base will be separately accounted for.

-- As long as the GWB benefit base is $5,000 or greater, the beneficiary may
elect the Beneficiary continuation option and continue Principal
Protector/SM/ even if the account value is less than $5,000.

-- If scheduled payments are elected, the beneficiary's scheduled payments
will be calculated, using the greater of the account value or the GWB
benefit base, as of each December 31. If the beneficiary dies prior to
receiving all payments, we will make the remaining payments to the person
designated by the deceased non-spousal beneficiary, unless that person
elects to take any remaining account value in a lump sum, in which case
any remaining GWB benefit base will terminate without value.

-- If the "5-year rule" is elected and the beneficiary dies prior to the end
of the fifth year, we will pay any remaining account value in a lump sum
and the contract and any remaining GWB benefit base will terminate
without value.

-- Provided no other withdrawals are taken during a contract year while the
beneficiary receives scheduled payments, the scheduled payments will not
cause a GWB Excess withdrawal, even if they exceed the GWB Annual
withdrawal amount. If the beneficiary takes any other withdrawals while
the Beneficiary continuation option scheduled payments are in effect, the
GWB Excess withdrawal exception terminates permanently. In order to take
advantage of this exception, the beneficiary must elect the scheduled
payments rather than the "5-year rule." If the beneficiary elects the
"5-year rule," there is no exception.

BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known
as the Inherited annuity, 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. If the owner and annuitant are different and the owner
dies before the annuitant, for purposes of this discussion, "beneficiary"
refers to the successor owner. For a discussion of successor owner, see "When
an NQ contract owner dies before the annuitant" earlier in this section. This
feature must be elected within 9 months following the date of your death and
before any 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 (regardless of
whether the owner and the annuitant are the same person):

.. 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.

.. The contract continues with your name on it for the benefit of your
beneficiary.

.. The minimum amount that is required in order to elect the beneficiary
continuation option is $5,000 for each beneficiary.

.. The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

.. Any partial withdrawals must be at least $300.

.. Your beneficiary will have the right to name a beneficiary to receive any
remaining interest in the contract on the beneficiary's death.

PAYMENT OF DEATH BENEFIT

.. If you had elected Principal Protector/SM/, your spousal beneficiary may
not continue Principal Protector/SM/, and the benefit will terminate
without value, even if the GWB benefit base is greater than zero. In
general, spousal beneficiaries who wish to continue Principal Protector/SM/
should consider continuing the contract under the Successor owner and
annuitant feature, if eligible. In general, eligibility requires that you
must be the owner and annuitant and your spouse must be the sole primary
beneficiary. Please see "Successor owner and annuitant" in "How death
benefit payment is made" under "Payment of death benefit" earlier in this
Prospectus for further details. If there are multiple beneficiaries who
elect the Beneficiary continuation option, the spousal beneficiary may
continue the contract without Principal Protector/SM/ and non-spousal
beneficiaries may continue with Principal Protector/SM/. In this case, the
spouse's portion of the GWB benefit base will terminate without value.

.. If the non-spousal beneficiary chooses scheduled payments under "Withdrawal
Option 1," as discussed above in this section, Principal Protector/SM/ may
not be continued and will automatically terminate without value even if the
GWB benefit base is greater than zero.

.. If you had elected Principal Protector/SM/, your non-spousal beneficiary
may continue the benefit, as follows:

-- The beneficiary was 75 or younger on the original contract date.

-- The benefit and charge will remain in effect unless your beneficiary
tells us to terminate the benefit at the time of the Beneficiary
continuation option election.

-- One time step up: Upon your death, if your account value is greater than
the GWB benefit base, the GWB benefit base will be automatically stepped
up to equal the account value, at no additional charge. If Principal
Protector/SM/ is not in effect at the time of your death because the GWB
benefit base is zero, the beneficiary may reinstate the benefit (at the
charge that was last in effect) with the one time step up. For
Accumulator(R) Plus contracts, if you die during the one-year period
following our receipt of a contribution to which a Credit was applied,
the account value will first be reduced by any Credits applied to such
contribution before comparison with the GWB benefit base for purposes of
any GWB benefit base step up. If the beneficiary chooses not to reinstate
the Principal Protector/SM/ at the time the Beneficiary continuation
option is elected, Principal Protector/SM/ will terminate.

-- If there are multiple beneficiaries, each beneficiary's interest in the
GWB benefit base will be separately accounted for.

-- If scheduled payments under "Withdrawal Option 2" is elected, the
beneficiary's scheduled payments will be calculated using the greater of
the account value or the GWB benefit base, as of each December 31. If the
beneficiary dies prior to receiving all payments, we will make the
remaining payments to the person designated by the deceased non-spousal
beneficiary, unless that person elects to take any remaining account
value in a lump sum, in which case any remaining GWB benefit base will
terminate without value.

-- Provided no other withdrawals are taken during a contract year while the
beneficiary receives scheduled payments, the scheduled payments will not
cause a GWB Excess withdrawal, even if they exceed the GWB Annual
withdrawal amount. If the beneficiary takes any other withdrawals while
the Beneficiary continuation option scheduled payments are in effect, the
GWB Excess withdrawal exception terminates permanently. In order to take
advantage of this exception, the beneficiary must elect scheduled
payments under "Withdrawal Option 2" rather than the "5-year rule." If
the beneficiary elects the "5-year rule," there is no exception.

If you are both the owner and annuitant:

.. As of the date we receive satisfactory proof of death, any required
instructions, information and forms necessary to effect the beneficiary
continuation option feature, we will increase the annuity account value to
equal the applicable death benefit if such death benefit is greater than
such account value, plus any amount applicable under the Protection
Plus/SM/ feature, adjusted for any subsequent withdrawals. For
Accumulator(R) Plus contracts, if you die during the one-year period
following our receipt of a contribution, the account value will first be
reduced by any Credits applied to such contribution.

.. No withdrawal charges, if any, will apply to any withdrawals by the
beneficiary.

If the owner and annuitant are not the same person:

.. If the beneficiary continuation option is elected, the beneficiary
automatically becomes the new annuitant of the contract, replacing the
existing annuitant.

.. The annuity account value will not be reset to the death benefit amount.

.. The contract's withdrawal charge schedule, if any, will continue to be
applied to any withdrawal or surrender other than scheduled payments; the
contract's free corridor amount will continue to apply to withdrawals but
does not apply to surrenders.

.. We do not impose a withdrawal charge (if applicable) 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 corridor
amount. See the "Withdrawal charges" in "Charges and expenses" earlier in
this Prospectus.

If a contract is jointly owned:

.. The surviving owner supersedes any other named beneficiary and may elect
the beneficiary continuation option.

.. If the deceased joint owner was also the annuitant, see "If you are both
the owner and annuitant" earlier in this section.

.. If the deceased joint owner was not the annuitant, see "If the owner and
annuitant are not the same person" earlier in this section.

PAYMENT OF DEATH BENEFIT

7. Tax information

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

OVERVIEW

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.

CONTRACTS THAT FUND A RETIREMENT ARRANGEMENT

Certain provisions of the Treasury Regulations on required minimum
distributions concerning the actuarial present value of additional contract
benefits could increase the amount required to be distributed from annuity
contracts funding qualified plans, 403(b) plans and IRAs. For this purpose
additional annuity contract benefits may include, but are not limited to,
various guaranteed benefits such as guaranteed minimum income benefits and
enhanced death benefits. You should consider the potential implication of these
Regulations before you purchase this annuity contract or purchase additional
features under this annuity contract. See also Appendix II at the end of this
Prospectus for a discussion of QP contracts, and Appendix X at the end of this
Prospectus for a discussion of TSA contracts.

TRANSFERS AMONG INVESTMENT OPTIONS

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

.. if you transfer a contract, for example, as a gift to someone other than
your spouse (or former spouse);

.. if you use a contract as security for a loan (in this case, the amount
pledged will be treated as a distribution); and

ANNUITY PAYMENTS

The following applies to an annuitization of the entire contract. In certain
cases, the contract can be partially annuitized. See "Partial annuitization"
below.

Annuitization under an Accumulator(R) Series contract occurs when your entire
interest under the contract is or has been applied to one

TAX INFORMATION

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. (We do
not currently offer a period certain option without life contingencies.)
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).

PARTIAL ANNUITIZATION

WITHDRAWALS MADE BEFORE ANNUITY PAYMENTS BEGIN

PROTECTION PLUS/SM/ FEATURE

In order to enhance the amount of the death benefit to be paid at the
annuitant's death, you may have purchased a Protection PlusSM rider for your NQ
contract. Although we regard this benefit as an investment protection feature
which is part of the contract and which should have no adverse tax effect, it
is possible that the IRS could take a contrary position or assert that the
Protection PlusSM rider is not part of the contract. In such a case, the
charges for the Protection PlusSM rider could be treated for federal income tax
purposes as a partial withdrawal from the contract. If this were so, such a
deemed withdrawal could be taxable, and for contract owners under age 59 1/2,
also subject to a tax penalty. Were the IRS to take this position, AXA
Equitable would take all reasonable steps to attempt to avoid this result,
which could include amending the contract (with appropriate notice to you).

1035 EXCHANGES

The tax basis, also referred to as your investment in the contract, of the
source contract carries over to the contract issued in exchange.

TAX INFORMATION

long-term care contract" or "combination annuity" in such a partial 1035
exchange transaction. 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

EARLY DISTRIBUTION PENALTY TAX

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

ADDITIONAL TAX ON NET INVESTMENT INCOME

INVESTOR CONTROL ISSUES

INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS)

GENERAL

There are two basic types of IRAs, as follows:

.. Traditional IRAs, typically funded on a pre-tax basis; and

.. Roth IRAs, funded on an after-tax basis.

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).

TAX INFORMATION

AXA Equitable designs its IRA contracts to qualify as individual retirement
annuities under Section 408(b) of the Internal Revenue Code. You may have
purchased the contract as a traditional IRA or Roth IRA. For Accumulator(R)
Series contracts except Accumulator(R) Plus/SM/, we also offered inherited IRA
contracts for payment of post-death required minimum distributions from
traditional IRAs and Roth IRAs, respectively.

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 any
variable income annuitization option payments (as opposed to payments from a
fixed income annuitization option).

AXA Equitable had received an opinion letter from the IRS approving the
respective forms of the Accumulator(R) Series traditional 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. The
contracts submitted for IRS approval do not include every feature possibly
available under the Accumulator(R) Series traditional and Roth IRA contracts.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

This is provided for informational purposes only. Since the contract is no
longer available to new purchasers, this cancellation provision is no longer
applicable.

TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS)

CONTRIBUTIONS TO TRADITIONAL IRAS. Individuals may generally make three
different types of contributions to purchase a traditional IRA or as subsequent
contributions to an existing IRA:

.. "regular" contributions out of earned income or compensation; or

.. tax-free "rollover" contributions; or

.. direct custodian-to-custodian transfers from other traditional IRAs
("direct transfers").

The initial contribution to your contract must have been a direct transfer or
rollover, because the minimum initial contribution required to purchase an
Accumulator(R) Series contract was greater than the maximum regular IRA
contribution permitted for a taxable year. If permitted under your contract,
subsequent contributions may also be regular contributions out of compensation.

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, $5,500 is the maximum amount that you may
contribute to all IRAs (traditional and Roth IRAs) for 2013, after adjustment
for cost-of-living changes. When your earnings are below $5,500, your earned
income or compensation for the year is the most you can contribute. This limit
does not apply to rollover contributions or direct custodian-to-custodian
transfers into a traditional IRA. You cannot make regular traditional IRA
contributions for the tax year in which you reach age 70 1/2 or any tax year
after that.

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 $5,500, married individuals filing jointly can contribute up
to $11,000 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
$5,500 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 $5,500 or 100% of "earned income" to a
traditional IRA for a nonworking spouse until the year in which the non-working
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 made.

TAX INFORMATION

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 non-working spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year ($5,500 for 2013 after
adjustment). The dollar limit is $1,000 higher for people eligible to make age
50-70 1/2 "catch-up" contributions ($6,500 for 2013). 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" later in
this section for more information.

ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS

Rollover contributions may be made to a traditional IRA from these "eligible
retirement plans":

.. qualified plans;

.. governmental employer 457(b) plans;

.. 403(b) plans; and

.. 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

There are two ways to do rollovers:

.. 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.

.. 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:

.. "required minimum distributions" after age 70 1/2 or retirement from
service with the employer; or

.. 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

.. substantially equal periodic payments made for a specified period of 10
years or more; or

.. hardship withdrawals; or

.. corrective distributions that fit specified technical tax rules; or

.. loans that are treated as distributions; or

.. death benefit payments to a beneficiary who is not your surviving spouse; or

.. qualified domestic relations order distributions to a beneficiary who is
not your current spouse or former spouse.

ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN
TRADITIONAL IRAS

TAX INFORMATION

ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS

SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS

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:

.. regular contributions of more than the maximum regular contribution amount
for the applicable taxable year; or

.. regular contributions to a traditional IRA made after you reach age 70 1/2;
or

.. 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

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.

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 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:

.. the amount received is a withdrawal of certain excess contributions, as
described in IRS Publication 590; or

Certain distributions from IRAs directly transferred to charitable
organizations may be tax-free to IRA owners age 70 1/2 or older if made by
December 31, 2013.

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, guaranteed benefits. This could increase the amount
required to be distributed from the contract if you take annual withdrawals
instead of annuitizing. Please consult your tax adviser concerning
applicability of these complex rules to your situation.

TAX INFORMATION

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

HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches
to taking required minimum distributions -- "account-based" or "annuity-based."

TAX INFORMATION

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 earlier 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.

SUCCESSOR OWNER AND ANNUITANT

If your spouse is the sole primary beneficiary and elects to become the
successor owner and annuitant, 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 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

.. made on or after your death; or

.. made because you are disabled (special federal income tax definition); or

.. used to pay certain extraordinary medical expenses (special federal income
tax definition); or

.. used to pay medical insurance premiums for unemployed individuals (special
federal income tax definition); or

.. used to pay certain first-time home buyer expenses (special federal income
tax definition; $10,000 lifetime total limit for these distributions from
all your traditional and Roth IRAs); or

.. used to pay certain higher education expenses (special federal income tax
definition); or

Please note that it is your responsibility to claim the penalty exception on
your own income tax return and to document eligibility for the exception to the
IRS.

To meet the substantially equal periodic payment exception, you could elect the
substantially equal withdrawals option. See "Substantially equal withdrawals"
under "Accessing your money" earlier in this Prospectus. We will calculate the
substantially equal annual payments, using your choice of IRS-approved methods
we offer. Although substantially equal withdrawals are not subject to the 10%
penalty tax, they are taxable as discussed in "Withdrawals, payments and
transfers of funds out of traditional IRAs" earlier in this section. Once
substantially equal withdrawals begin, the distributions should not be stopped
or changed until after the later of your reaching age 59 1/2 or five years
after the date of the first distribution, or the penalty tax, including an
interest charge for the prior penalty avoidance, may apply to all prior
distributions under either option. Also, it is possible that the IRS could view
any additional withdrawal or payment you take from, or any additional
contributions or transfers you make to, your contract as changing your pattern
of substantially equal withdrawals for purposes of determining whether the
penalty applies.

ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS)

The Accumulator(R) Series Roth IRA contracts are designed to qualify as a Roth
individual retirement annuity under Sections 408A(b) and 408(b) of the Internal
Revenue Code.

CONTRIBUTIONS TO ROTH IRAS. Individuals may generally make four different types
of contributions to a Roth IRA:

.. regular after-tax contributions out of earnings; or

.. taxable rollover contributions from traditional IRAs or other eligible
retirement plans ("conversion rollover" contributions); or

.. tax-free rollover contributions from other Roth individual retirement
arrangements or designated Roth accounts under defined contribution plans;
or

.. tax-free direct custodian-to-custodian transfers from other Roth IRAs
("direct transfers").

Regular after-tax, direct transfer and rollover contributions may be made to a
Roth IRA contract. See "Rollovers and direct transfer contributions to Roth
IRAs" later in this section for more information. 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.

TAX INFORMATION

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, $5,500 is the maximum amount that you may
contribute to all IRAs (traditional IRAs and Roth IRAs) for 2013, after
adjustment for cost-of-living changes. This limit does not apply to rollover
contributions or direct custodian-to-custodian transfers into a Roth IRA. Any
contributions to Roth IRAs reduce your ability to contribute to traditional
IRAs and vice versa. When your earnings are below $5,500, 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 under "special
rules for spouses" earlier in this section under traditional IRAs.

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?

You may make rollover contributions to a Roth IRA from these sources only:

.. another Roth IRA;

.. 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");

.. a "designated Roth contribution account" under a 401(k) plan, 403(b) plan,
or governmental employer Section 457(b) plan (direct or 60-day); or

.. 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.

CONVERSION ROLLOVER CONTRIBUTIONS TO ROTH IRAS

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.

TAX INFORMATION

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.

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 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 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:

.. rollovers from a Roth IRA to another Roth IRA;

.. direct transfers from a Roth IRA to another Roth IRA;

.. qualified distributions from a Roth IRA; and

.. 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:

.. you are age 59 1/2 or older; or

.. you die; or

.. you become disabled (special federal income tax definition); or

(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.

TAX INFORMATION

Rollover contributions from other Roth IRAs are disregarded for this purpose.

To determine the taxable amount distributed, distributions and contributions
are aggregated or grouped, then added together as follows:

(1)All distributions made during the year from all Roth IRAs you maintain --
with any custodian or issuer -- are added together.

(3)All conversion contributions made during the year are added together.

REQUIRED MINIMUM DISTRIBUTIONS DURING LIFE

Lifetime required minimum distributions 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.

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 TO ROTH IRAS

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.

EARLY DISTRIBUTION PENALTY TAX

Same as traditional IRA.

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

You should note the following special situations:

.. We might have to withhold and/or report on amounts we pay under a free look
or cancellation.

.. 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.

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

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 INFORMATION

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.

SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS

The plan administrator is responsible for making all required notifications on
tax matters to plan participants and to the IRS. See Appendix II at the end of
this Prospectus.

MANDATORY WITHHOLDING FROM TSA CONTRACTS AND QUALIFIED PLAN DISTRIBUTIONS

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.

TAX INFORMATION

8. More information

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

ABOUT SEPARATE ACCOUNT NO. 49

Each subaccount (variable investment option) within Separate Account No. 49
invests in 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;

(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 THE TRUSTS

ABOUT OUR FIXED MATURITY OPTIONS

RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE

The rates to maturity for new allocations as of February 15, 2013 and the
related price per $100 of maturity value were as shown below:

-----------------------------------------------------------------------------------------------------
FIXED MATURITY
OPTIONS WITH
FEBRUARY 15TH
MATURITY DATE OF RATE TO MATURITY AS PRICE PER $100 OF
MATURITY YEAR OF FEBRUARY 15, 2013 MATURITY VALUE
-----------------------------------------------------------------------------------------------------

2014 3.00%/(1)/ $97.09
-----------------------------------------------------------------------------------------------------
2015 3.00%/(1)/ $94.26
-----------------------------------------------------------------------------------------------------
2016 3.00%/(1)/ $91.51
-----------------------------------------------------------------------------------------------------
2017 3.00%/(1)/ $88.84
-----------------------------------------------------------------------------------------------------
2018 3.00%/(1)/ $86.25
-----------------------------------------------------------------------------------------------------
2019 3.00%/(1)/ $83.74
-----------------------------------------------------------------------------------------------------
2020 3.00%/(1)/ $81.30
-----------------------------------------------------------------------------------------------------
2021 3.00%/(1)/ $78.93
-----------------------------------------------------------------------------------------------------
2022 3.00%/(1)/ $76.63
-----------------------------------------------------------------------------------------------------
2023 3.10% $73.68
-----------------------------------------------------------------------------------------------------

(1)Since these rates to maturity are 3%, no amounts could have been allocated
to these options.

MORE INFORMATION

HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT

We use the following procedure to calculate the market value adjustment
(positive or negative) we make if you withdraw any of your value from a fixed
maturity option before its maturity date.

(1)We determine the market adjusted amount on the date of the withdrawal as
follows:

(a)We determine the fixed maturity amount that would be payable on the
maturity date, using the rate to maturity for the fixed maturity option.

(d)We determine the present value of the fixed maturity amount payable at
the maturity date, using the period determined in (b) and the rate
determined in (c).

(2)We determine the fixed maturity amount as of the current date.

(3)We subtract (2) from the result in (1)(d). The result is the market value
adjustment applicable to such fixed maturity option, which may be positive
or negative.

If you withdraw only a portion of the amount in a fixed maturity option, the
market value adjustment will be a percentage of the market value adjustment
that would have applied if you had withdrawn the entire value in that fixed
maturity option. This percentage is equal to the percentage of the value in the
fixed maturity option that you are withdrawing. Any withdrawal charges that are
deducted from a fixed maturity option will result in a market value adjustment
calculated in the same way. See Appendix III at the end of this Prospectus for
an example.

For purposes of calculating the rate to maturity for new allocations to a fixed
maturity option (see (1)(c) above), we use the rate we have in effect for new
allocations to that fixed maturity option. We use this rate even if new
allocations to that option would not be accepted at that time. This rate will
not be less than 3%. If we do not have a rate to maturity in effect for a fixed
maturity option to which the "current rate to maturity" in (1)(c) would apply,
we will use the rate at the next closest maturity date. If we are no longer
offering new fixed maturity options, the "current rate to maturity" will be
determined by using a widely-published Index. We reserve the right to add up to
0.25% to the current rate in (1)(c) above for purposes of calculating the
market value adjustment only.

INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

We expect the rates to maturity for the fixed maturity options to be influenced
by, but not necessarily correspond to, among other things, the yields that we
can expect to realize on the separate account's investments from time to time.
Our current plans are to invest in fixed income obligations, including
corporate bonds, mortgage-backed and asset-backed securities, and government
and agency issues having durations in the aggregate consistent with those of
the fixed maturity options.

ABOUT THE GENERAL ACCOUNT

This contract is offered to customers through various financial institutions,
brokerage firms and their affiliate insurance agencies. No financial
institution, brokerage firm or insurance agency has any liability with respect
to a contract's account value or any guaranteed benefits with which the
contract was issued. AXA Equitable is solely responsible to the contract owner
for the contract's account value and such guaranteed benefits. The general
obligations and any guaranteed benefits under the contract are supported by AXA
Equitable's general account and are subject to AXA Equitable's claims paying
ability. An owner should look to the financial strength of AXA Equitable for
its claims-paying ability. Assets in the general account are not segregated for
the exclusive benefit of any particular contract or obligation. General account
assets are also available to the insurer's general creditors and the conduct of
its routine business activities, such as the payment of salaries, rent and
other ordinary business expenses. For more information about AXA Equitable's
financial strength, you may review its financial statements and/or check its
current rating with one or more of the independent sources that rate insurance
companies for their financial strength and stability. Such ratings are subject
to change and have no bearing on the performance of the variable investment
options. You may also speak with your financial representative. For
Accumulator(R) Plus/SM/ contracts, credits allocated to your account value are
funded from our general account.

MORE INFORMATION

not been registered and are not required to be registered under the Securities
Act of 1933 because of exemptions and exclusionary provisions that apply. The
general account is not required to register as an investment company under the
Investment Company Act of 1940 and it is not registered as an investment
company under the Investment Company Act of 1940. The contract is a "covered
security" under the federal securities laws.

We have been advised that the staff of the SEC has not reviewed the portions of
this Prospectus that relate to the general account . The disclosure with regard
to the general account, however, may be subject to certain provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses.

ABOUT OTHER METHODS OF PAYMENT

WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS

We accept 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 accepted the wire order and essential information, a contract
generally was not issued until we received and accepted a properly completed
application. In certain cases, we may have issued a contract based on
information provided through certain broker-dealers with whom we have
established electronic facilities. In any such cases, you must have signed our
Acknowledgement of Receipt form.

Where we required a signed application, the above procedures did not apply and
no financial transactions were permitted until we received the signed
application and issued the contract. Where we issued a contract based on
information provided through electronic facilities, we required an
Acknowledgement of Receipt form. Financial transactions were only permitted if
you requested them in writing, signed the request and had the signature
guaranteed, until we received the signed Acknowledgement of Receipt form. After
a contract is issued, additional contributions are allowed by wire.

AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA AND FLEXIBLE
PREMIUM ROTH IRA CONTRACTS ONLY

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a checking account, money market account, or
credit union checking account and contributed as an additional contribution
into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a
monthly or quarterly basis. AIP is not available for Rollover IRA, Roth
Conversion IRA, QP, Inherited IRA Beneficiary Continuation (traditional IRA or
Roth IRA) or Rollover TSA contracts, nor is it available with GPB Option 2.
Please see Appendix VIII later in this Prospectus to see if the automatic
investment program is available in your state.

For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300
quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts,
the minimum amount is $50. AIP additional contributions may be allocated to any
of the variable investment options and available fixed maturity options but
not, for Accumulator(R) and Accumulator(R) Elite contracts, the account for
special dollar cost averaging. You choose the day of the month you wish to have
your account debited. However, you may not choose a date later than the 28th
day of the month.

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

.. 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.

.. A loan request under your Rollover TSA contract will be processed on the
first business day of the month following the date on which the properly
completed loan request form is received.

.. 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.

MORE INFORMATION

considered a processing office for the purpose of receiving the contribution
and/or transfer. Such arrangements may apply to initial contributions,
subsequent contributions, and/or transfers, 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 pm, Eastern Time.

CONTRIBUTIONS, CREDITS, AND TRANSFERS

.. Contributions and, for Accumulator(R) Plus/SM/ contracts, credits allocated
to the variable investment options are invested at the unit value next
determined after the receipt of the contribution.

.. Contributions and, for Accumulator(R) Plus/SM/ contracts, credits allocated
to the guaranteed interest option will receive the crediting rate in effect
on that business day for the specified time period.

.. Contributions and, for Accumulator(R) Plus/SM/ contracts, credits allocated
to a fixed maturity option will receive the rate to maturity in effect for
that fixed maturity option on that business day (unless a rate lock-in is
applicable).

.. For Accumulator(R) and Accumulator(R) Elite/SM/ contracts, initial
contributions allocated to the account for special dollar cost averaging
received the interest rate in effect on that business day. At certain
times, we may have offered the opportunity to lock in the interest rate for
an initial contribution to be received under Section 1035 exchanges and
trustee to trustee transfers. Your financial professional can provide
information, or you can call our processing office.

.. Transfers to or from variable investment options will be made at the unit
value next determined after the receipt of the transfer request.

.. Transfers to a fixed maturity option will be based on the rate to maturity
in effect for that fixed maturity option on the business day of the
transfer.

.. Transfers to the guaranteed interest option will receive the crediting rate
in effect on that business day for the specified time period.

.. For the interest sweep option, the first monthly transfer will occur on the
last business day of the month following the month that we receive your
election form at our processing office.

ABOUT YOUR VOTING RIGHTS

As the owner of the shares of the Trusts we have the right to vote on certain
matters involving the Portfolios, such as:

.. the election of trustees;

.. the formal approval of independent public accounting firms selected for
each Trust; or

.. any other matters described in the prospectus for each 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. One effect of proportional voting is
that a small number of contract owners may determine the outcome of a vote.

The Trusts sell their 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. AXA Premier VIP Trust and EQ Advisors Trust also sell their
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 each Trust intends
to monitor events to identify any material irreconcilable conflicts that may
arise and to determine what action, if any, should be taken in response. If we
believe that a Board's response insufficiently protects our contract owners, we
will see to it that appropriate action is taken to do so.

SEPARATE ACCOUNT NO. 49 VOTING RIGHTS

CHANGES IN APPLICABLE LAW

STATUTORY COMPLIANCE

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

MORE INFORMATION

FINANCIAL STATEMENTS

The financial statements of Separate Account No. 49, as well as 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. You cannot assign
your NQ contract as collateral or security for a loan. Loans are also not
available under your NQ contract. In some cases, an assignment or change of
ownership may have adverse tax consequences. See "Tax information" earlier in
this Prospectus.

For NQ contracts only, subject to regulatory approval, if you elected the
Guaranteed minimum death benefit, Guaranteed minimum income benefit, Protection
Plus/SM/ death benefit, Guaranteed principal benefit option 2 and/or the
Principal Protector/SM/ (collectively, the "Benefit"), generally the Benefit
will automatically terminate if you change ownership of the contract or if you
assign the owner's right to change the beneficiary or person to whom annuity
payments will be made. For certain contract owners, this restriction may not
apply to you, depending on when you purchased your contract. See Appendix IX
later in this Prospectus for more information. However, the Benefit will not
terminate if the ownership of the contract is transferred to: (i) a family
member (as defined in the contract); (ii) a trust created for the benefit of a
family member or members; (iii) a trust qualified under section 501(c) of the
Internal Revenue Code; or (iv) a successor by operation of law, such as an
executor or guardian. Please speak with your financial professional for further
information. See Appendix VIII later in this Prospectus for any state
variations with regard to terminating any benefits under your contract.

You cannot assign or transfer ownership of a Rollover IRA, Roth Conversion IRA,
QP or Rollover TSA contract except by surrender to us. If your individual
retirement annuity contract is held in your custodial individual retirement
account, you may only assign or transfer ownership of such an IRA contract to
yourself. Loans are not available (except for Rollover TSA contracts) and you
cannot assign Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts
as security for a loan or other obligation. Loans are available under a
Rollover TSA contract only if permitted under the sponsoring employer's plan.

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 Rollover IRA, Roth
Conversion IRA, QP or Rollover TSA contract to another similar arrangement
under federal income tax rules. In the case of such a transfer, we will impose
a withdrawal charge, if one applies.

ABOUT CUSTODIAL IRAS

HOW DIVORCE MAY AFFECT YOUR GUARANTEED BENEFITS

DISTRIBUTION OF THE CONTRACTS

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.

MORE INFORMATION

services to the Portfolios. For information about the fees and charges under
the contract, see "Fee table" and "Charges and expenses" earlier in this
Prospectus.

AXA ADVISORS COMPENSATION. AXA Equitable pays compensation to AXA Advisors
based on contributions made on the contracts sold through AXA Advisors
("contribution-based compensation"). The contribution-based compensation will
generally not exceed 8.50% of total contributions. AXA Advisors, in turn, may
pay a portion of the contribution-based compensation received from AXA
Equitable to the AXA Advisors financial professional and/or the Selling
broker-dealer making the sale. In some instances, a financial professional or a
Selling broker-dealer may elect to receive reduced contribution-based
compensation on a contract in combination with ongoing annual compensation of
up to (a) 0.60% of the account value of the contract sold for Accumulator(R)
and Accumulator(R) Plus/SM/ contracts; (b) 1.20% of the account value of the
contract sold for Accumulator(R) Elite/SM/ contracts; and (c) 1.00% of the
account value of the contract sold for Accumulator(R) Select/SM/ contracts
("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 compensation paid by AXA Advisors varies among financial
professionals and among Selling broker-dealers. AXA Advisors also pays a
portion of the compensation it receives to its managerial personnel. When a
contract is sold by a Selling broker-dealer, the Selling broker-dealer, not AXA
Advisors, determines the amount and type of compensation paid to the Selling
broker-dealer's financial professional for the sale of the contract. Therefore,
you should contact your financial professional for information about the
compensation he or she receives and any related incentives, as described below.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of contribution-based compensation and/or
asset-based compensation for the sale of an AXA Equitable contract than it pays
for the sale of a contract or other financial product issued by a company other
than AXA Equitable. AXA Advisors may pay higher compensation on certain
products in a class than others based on a group or sponsored arrangement, or
between older and newer versions or series of the same contract. This practice
is known as providing "differential compensation." Differential compensation
may involve other forms of compensation to AXA Advisors personnel. Certain
components of the compensation paid to managerial personnel are based on
whether the sales involve AXA Equitable contracts. Managers earn higher
compensation (and credits toward awards and bonuses) if the financial
professionals they manage sell a higher percentage of AXA Equitable contracts
than products issued by other companies. Other forms of compensation provided
to its financial professionals include health and retirement benefits, expense
reimbursements, marketing allowances and contribution-based payments, known as
"overrides." For tax reasons, AXA Advisors financial professionals qualify for
health and retirement benefits based solely on their sales of AXA Equitable
contracts and products sponsored by affiliates.

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays contribution-based and
asset-based compensation (together "compensation") to AXA Distributors.
Contribution-based compensation is paid based on AXA Equitable contracts sold
through AXA Distributor's Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributor's Selling broker-dealers. Contribution-based compensation will
generally not exceed (a) 6.75% for Accumulator(R) Plus/SM/ contracts; (b) 7.50%
for Accumulator(R) contracts; (c) 6.50% for Accumulator(R) Elite/SM/ contracts;
and (d) 2.00% for Accumulator(R) Select/SM/ contracts, 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 the contract in combination with annual asset-based compensation of
up to 1.25% of the account value of the contract sold. 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.

MORE INFORMATION

AXA Equitable also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of AXA Equitable's distribution
agreements with AXA Distributors.

Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of AXA Equitable products, AXA Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as "compensation enhancements"). AXA
Distributors also has entered into agreements with certain selling
broker-dealers in which the selling broker-dealer agrees to sell certain AXA
Equitable contracts exclusively.

MORE INFORMATION

9. Incorporation of certain documents by reference

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

AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2012 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the fixed maturity 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Appendix I: Condensed financial information

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

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 49 with the same daily asset charges of
1.20%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

-------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
--------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION
-------------------------------------------------------------------------------------------------------------------
Unit value $12.07 $ 10.70 $ 11.71 $ 10.48 $ 8.33 $ 13.87 $13.22 $11.35 $10.63 --
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,990 3,379 3,530 3,887 3,515 3,160 1,827 1,271 728 --
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
-------------------------------------------------------------------------------------------------------------------
Unit value $12.05 $ 11.66 $ 11.59 $ 10.93 $ 10.08 $ 11.46 $10.96 $10.43 $10.31 --
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 4,015 4,265 4,403 4,898 4,014 1,472 1,143 397 373 --
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
-------------------------------------------------------------------------------------------------------------------
Unit value $12.00 $ 11.31 $ 11.53 $ 10.70 $ 9.47 $ 11.89 $11.41 $10.62 $10.41 --
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,050 3,130 3,479 3,293 2,920 2,173 1,249 849 695 --
-------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
-------------------------------------------------------------------------------------------------------------------
Unit value $52.39 $ 48.74 $ 50.54 $ 46.54 $ 40.26 $ 53.95 $51.39 $47.15 $45.53 $42.39
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,278 3,607 3,855 4,129 4,257 4,308 4,475 4,798 5,029 4,208
-------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
-------------------------------------------------------------------------------------------------------------------
Unit value $12.36 $ 11.22 $ 11.94 $ 10.84 $ 8.99 $ 13.34 $12.70 $11.22 $10.65 --
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 9,009 10,152 11,126 11,520 11,250 10,734 8,825 5,795 3,138 --
-------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP
GROWTH
-------------------------------------------------------------------------------------------------------------------
Unit value $22.99 $ 20.14 $ 20.51 $ 15.58 $ 11.62 $ 21.26 $18.44 $17.12 $15.54 $13.80
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,541 1,671 1,894 2,049 2,429 2,805 3,494 3,815 4,124 4,091
-------------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE
CORE
-------------------------------------------------------------------------------------------------------------------
Unit value $10.31 $ 8.94 $ 10.00 $ 8.15 $ 6.43 $ 9.77 $10.83 -- -- --
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 287 343 323 341 431 171 78 -- -- --
-------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
-------------------------------------------------------------------------------------------------------------------
Unit value $23.60 $ 21.02 $ 21.96 $ 19.79 $ 15.38 $ 24.53 $24.54 $20.54 $20.19 $18.49
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,833 3,142 3,324 3,557 3,698 4,290 4,984 5,635 6,364 5,670
-------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
-------------------------------------------------------------------------------------------------------------------
Unit value $ 6.78 $ 5.83 $ 5.92 $ 5.18 $ 4.70 $ 7.03 $ 6.86 $ 5.99 $ 5.71 --
-------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,738 1,325 1,394 1,513 1,732 1,373 1,698 1,681 216 --
-------------------------------------------------------------------------------------------------------------------

I-1

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------

EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
Unit value $ 9.00 $ 7.81 $ 7.88 $ 7.09 $ 5.48 $ 10.13 $ 9.14 $ 8.79 $ 8.18 $ 8.00
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 337 355 388 416 470 554 625 723 782 744
------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
Unit value $ 14.03 $ 12.09 $ 11.77 $ 10.29 $ 7.92 $ 13.28 $ 13.23 $ 11.95 $ 11.40 $ 10.41
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 7,727 8,621 9,703 11,050 12,691 15,162 6,465 7,166 8,080 7,741
------------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
Unit value $261.69 $229.14 $230.69 $201.51 $158.94 $286.24 $279.98 $256.01 $248.43 $220.33
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 201 228 264 301 330 392 463 545 613 548
------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
Unit value $ 14.90 $ 14.62 $ 14.12 $ 13.51 $ 13.31 $ 14.80 $ 14.53 $ 14.13 $ 13.99 $ 13.60
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,212 5,404 6,327 7,161 7,625 10,033 10,809 11,494 11,977 11,974
------------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
------------------------------------------------------------------------------------------------------------------------
Unit value $ 10.07 $ 9.11 $ 9.67 $ 8.76 $ 6.68 $ 11.12 $ 10.85 -- -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 804 1,017 1,155 1,352 1,290 963 302 -- -- --
------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
Unit value $ 31.49 $ 27.66 $ 27.58 $ 24.40 $ 19.62 $ 31.69 $ 30.56 $ 26.88 $ 26.06 $ 23.92
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,746 4,013 4,445 4,963 5,596 6,323 7,331 8,383 9,053 8,439
------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 16.57 $ 14.68 $ 15.84 $ 13.91 $ 11.01 $ 18.67 $ 16.57 $ 15.34 $ 14.02 $ 12.84
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,270 5,903 6,973 8,286 9,776 11,637 13,414 14,341 14,238 13,403
------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE BALANCED
------------------------------------------------------------------------------------------------------------------------
Unit value $ 10.92 $ 9.94 $ 10.05 $ 9.14 $ 7.09 $ 10.52 $ 10.43 -- -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,080 1,633 1,752 2,199 2,264 2,628 664 -- -- --
------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
------------------------------------------------------------------------------------------------------------------------
Unit value $ 8.80 $ 7.76 $ 8.22 $ 7.54 $ 5.94 $ 9.52 -- -- -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 856 1,065 1,052 1,026 757 863 -- -- -- --
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 13.18 $ 12.67 $ 12.66 $ 11.68 $ 10.14 $ 11.91 $ 11.66 $ 10.51 -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 560 601 480 338 307 362 321 81 -- --
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
Unit value $ 42.54 $ 36.53 $ 38.31 $ 29.24 $ 20.92 $ 30.54 $ 28.28 $ 24.09 $ 23.37 --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 770 800 930 996 932 909 341 297 62 --
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
Unit value $ 12.66 $ 12.36 $ 11.98 $ 11.41 $ 11.32 $ 10.76 $ 9.97 $ 9.75 -- --
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,436 1,454 1,532 1,509 1,734 1,003 493 38 -- --
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
------------------------------------------------------------------------------------------------------------------------
Unit value $ 18.48 $ 15.99 $ 18.45 $ 16.76 $ 11.30 $ 26.83 $ 19.12 $ 14.12 $ 10.76 $ 8.81
------------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,958 2,235 2,647 3,162 3,004 3,820 4,088 4,095 3,531 27,090
------------------------------------------------------------------------------------------------------------------------

I-2

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

-----------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
-----------------------------------------------------------------------------------------------------------------------

EQ/INTERMEDIATE GOVERNMENT BOND
-----------------------------------------------------------------------------------------------------------------------
Unit value $21.64 $ 21.69 $ 20.85 $ 20.25 $ 20.97 $ 20.49 $ 19.41 $ 19.05 $ 19.04 $ 18.91
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,293 1,594 1,698 2,027 2,492 2,914 3,131 3,491 4,043 4,619
-----------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL CORE PLUS
-----------------------------------------------------------------------------------------------------------------------
Unit value $12.40 $ 10.79 $ 13.15 $ 12.18 $ 9.11 $ 16.73 $ 14.69 $ 12.47 $ 10.78 $ 9.60
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,841 4,273 4,597 4,895 5,199 5,905 6,892 7,621 8,017 6,516
-----------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
-----------------------------------------------------------------------------------------------------------------------
Unit value $13.11 $ 11.41 $ 13.16 $ 12.66 $ 10.08 $ 20.70 $ 18.75 $ 15.37 $ 13.49 $ 11.55
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,737 2,985 3,362 3,842 4,586 5,414 5,626 5,792 5,816 5,125
-----------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE PLUS
-----------------------------------------------------------------------------------------------------------------------
Unit value $18.47 $ 15.91 $ 19.21 $ 18.33 $ 14.25 $ 25.30 $ 23.24 $ 18.71 $ 17.09 $ 14.22
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,246 2,505 2,817 3,102 3,321 4,143 4,607 4,933 4,781 4,396
-----------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
-----------------------------------------------------------------------------------------------------------------------
Unit value $14.75 $ 12.86 $ 13.74 $ 12.38 $ 9.47 $ 15.91 $ 16.31 $ 13.71 $ 13.35 $ 12.19
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,336 1,506 1,724 1,918 2,221 2,625 3,079 3,795 3,942 3,680
-----------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
-----------------------------------------------------------------------------------------------------------------------
Unit value $10.30 $ 9.07 $ 9.58 $ 8.50 $ 6.80 $ 10.99 $ 10.71 $ 9.60 $ 9.06 $ 8.23
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,486 1,662 1,909 2,214 2,449 2,815 3,293 3,821 4,211 4,026
-----------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
-----------------------------------------------------------------------------------------------------------------------
Unit value $ 8.86 $ 7.82 $ 7.73 $ 6.75 $ 5.02 $ 7.96 $ 7.07 $ 7.20 $ 6.34 $ 5.92
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,513 2,718 3,063 3,809 3,977 4,750 5,507 5,789 6,068 5,986
-----------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
-----------------------------------------------------------------------------------------------------------------------
Unit value $17.20 $ 15.31 $ 16.08 $ 14.22 $ 10.67 $ 17.49 $ 15.31 $ 14.38 $ 13.35 $ 12.00
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,523 1,698 953 1,109 1,206 1,461 1,300 1,516 1,558 1,506
-----------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
-----------------------------------------------------------------------------------------------------------------------
Unit value $ 6.75 $ 5.86 $ 5.95 $ 5.26 $ 4.47 $ 10.44 $ 11.24 $ 10.64 -- --
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,036 1,237 463 382 320 528 605 93 -- --
-----------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
-----------------------------------------------------------------------------------------------------------------------
Unit value $13.66 $ 11.94 $ 12.73 $ 11.43 $ 9.61 $ 17.16 $ 18.20 $ 15.17 $ 14.56 $ 12.99
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 8,898 10,066 11,451 13,118 14,916 18,463 13,475 14,461 15,533 14,531
-----------------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
-----------------------------------------------------------------------------------------------------------------------
Unit value $12.63 $ 11.08 $ 12.26 $ 10.88 $ 8.78 $ 12.87 $ 11.77 $ 10.57 -- --
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 434 510 577 532 357 140 117 54 -- --
-----------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
-----------------------------------------------------------------------------------------------------------------------
Unit value $15.55 $ 13.15 $ 14.90 $ 13.12 $ 9.68 $ 16.40 $ 14.29 $ 11.51 -- --
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 972 1,001 1,054 939 688 594 240 40 -- --
-----------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
-----------------------------------------------------------------------------------------------------------------------
Unit value $12.95 $ 11.20 $ 11.61 $ 9.35 $ 6.94 $ 13.86 $ 12.98 $ 11.78 $ 11.21 $ 9.78
-----------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 5,036 5,483 6,242 7,234 8,228 9,544 11,305 12,783 13,609 12,491
-----------------------------------------------------------------------------------------------------------------------

I-3

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

--------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
---------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
--------------------------------------------------------------------------------------------------------------

EQ/MID CAP VALUE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $17.61 $15.03 $16.79 $13.88 $10.34 $17.32 $17.81 $16.03 $14.57 $12.51
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,697 4,139 4,716 5,762 5,211 6,623 8,423 8,724 9,029 8,508
--------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
--------------------------------------------------------------------------------------------------------------
Unit value $30.40 $30.77 $31.14 $31.51 $31.90 $31.62 $30.57 $29.61 $29.20 $29.33
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 934 1,109 1,161 1,674 2,708 1,791 1,365 1,411 1,417 1,972
--------------------------------------------------------------------------------------------------------------
EQ/MONTAG & CALDWELL GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $ 6.09 $ 5.48 $ 5.39 $ 5.04 $ 3.93 $ 5.93 $ 4.97 $ 4.66 $ 4.47 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,289 1,243 1,575 1,701 1,807 871 143 137 13 --
--------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $16.73 $15.57 $17.07 $13.06 $ 8.42 $16.17 $13.37 $12.39 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,228 1,343 1,445 1,227 971 936 320 133 -- --
--------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.58 $ 8.49 $ 9.00 $ 8.14 $ 6.58 $10.76 $10.71 -- -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 464 576 673 848 922 999 372 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
--------------------------------------------------------------------------------------------------------------
Unit value $11.36 $ 9.55 $10.58 $ 9.29 $ 6.79 $11.59 $11.10 -- -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,001 1,013 868 496 328 315 135 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
--------------------------------------------------------------------------------------------------------------
Unit value $10.83 $10.80 $10.95 $10.99 $10.30 $10.86 $ 9.86 $ 9.94 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 3,076 3,309 3,480 4,278 3,734 1,641 1,522 1,269 -- --
--------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $17.78 $17.53 $17.53 $16.70 $15.94 $17.26 $16.71 $16.29 $16.17 $15.77
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,036 2,206 2,529 2,934 2,700 3,276 3,669 4,057 4,383 4,326
--------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $18.40 $16.11 $16.99 $13.67 $10.97 $16.85 $17.38 $14.94 $14.50 $12.48
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,635 1,831 2,150 2,399 2,545 2,937 3,525 3,854 4,174 3,847
--------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
--------------------------------------------------------------------------------------------------------------
Unit value $18.95 $16.12 $16.64 $14.47 $10.27 $17.99 $16.98 $17.90 $17.42 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,306 1,328 1,468 1,513 1,438 1,687 96 88 19 --
--------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.29 $ 7.88 $ 8.70 $ 8.15 $ 6.35 $10.86 $10.76 -- -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 405 434 468 503 561 775 237 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
--------------------------------------------------------------------------------------------------------------
Unit value $ 5.86 $ 5.26 $ 5.48 $ 4.90 $ 3.75 $ 6.32 $ 6.33 $ 5.61 $ 5.21 --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 250 384 281 340 283 498 473 215 12 --
--------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
--------------------------------------------------------------------------------------------------------------
Unit value $11.74 $10.03 $10.36 $ 9.10 $ 7.17 $11.51 $11.95 $10.44 -- --
--------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 461 438 446 361 493 559 811 393 -- --
--------------------------------------------------------------------------------------------------------------

I-4

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------

EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $12.63 $10.61 $11.41 $ 9.85 $ 7.10 $ 9.93 $ 9.03 $ 8.63 $ 8.40 $ 7.95
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,664 2,717 2,554 2,394 1,933 1,978 2,218 2,770 3,237 2,600
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $58.77 $52.09 $56.25 $48.41 $35.69 $67.76 $ 61.57 $ 59.29 $ 55.46 $ 50.07
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 740 851 1,032 665 162 185 238 264 269 265
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------
Unit value $15.07 $14.46 $13.83 $13.18 $12.32 $12.17 $ 11.59 $ 11.30 $ 11.24 $ 10.96
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 6,850 6,905 7,381 7,850 8,401 9,376 10,117 11,139 12,384 12,153
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER INTERNATIONAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $12.64 $10.86 $13.41 $12.69 $ 9.89 $18.96 $ 17.07 $ 13.79 $ 12.09 $ 10.38
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,802 2,038 2,387 2,645 2,888 3,283 3,610 3,367 3,660 3,008
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $11.50 $10.17 $11.11 $10.08 $ 7.70 $12.89 $ 12.42 $ 11.07 $ 10.50 $ 9.69
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,162 1,361 1,524 1,573 1,747 2,196 2,469 2,709 2,980 2,952
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $13.24 $11.59 $12.42 $11.11 $ 9.15 $14.81 $ 14.47 $ 12.27 $ 11.60 $ 10.26
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,161 2,549 2,921 3,376 4,173 4,869 5,608 6,137 6,199 5,210
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $12.37 $10.85 $11.92 $ 9.51 $ 6.79 $12.18 $ 11.01 $ 10.17 $ 9.50 $ 8.60
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,661 2,966 3,508 4,099 4,628 5,331 6,249 7,050 8,108 7,657
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $15.00 $13.23 $15.45 $12.52 $ 8.78 $13.87 $ 14.03 $ 12.38 $ 11.67 $ 10.25
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,180 2,406 2,764 3,037 3,405 4,059 4,691 5,098 5,827 5,443
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------
Unit value $31.79 $30.55 $29.43 $27.94 $25.79 $34.12 $ 33.49 $ 30.83 $ 30.28 $ 28.20
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,863 1,900 2,148 2,255 2,545 3,358 3,901 4,366 4,900 4,511
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 8.01 $ 7.28 $ 8.74 $ 6.93 $ 5.21 $ 9.12 $ 8.90 $ 8.17 $ 7.70 --
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 451 574 638 736 728 884 680 554 19 --
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $17.37 $15.06 $16.75 $13.62 $10.90 $17.76 $ 19.94 $ 17.38 $ 16.80 $ 14.55
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 2,695 3,004 3,404 3,946 4,558 5,608 6,898 7,963 8,796 8,124
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------
Unit value $12.51 $11.16 $11.87 $10.21 $ 6.52 $12.47 $ 10.68 $ 10.07 $ 9.16 $ 8.83
------------------------------------------------------------------------------------------------------------------
Number of units outstanding (000's) 1,699 1,743 1,987 2,254 2,156 2,575 2,567 2,975 3,498 1,530
------------------------------------------------------------------------------------------------------------------

I-5

APPENDIX I: CONDENSED FINANCIAL INFORMATION

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 49 with the same daily asset charges of
1.70%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

AXA AGGRESSIVE ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 12.77 $ 11.38 $ 12.51 $ 11.26 $ 9.00 $ 15.05 $ 14.43 $12.45 $11.72 $10.66
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,804 6,354 7,808 8,367 8,484 6,377 3,109 1,519 656 32
---------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 12.06 $ 11.73 $ 11.71 $ 11.11 $ 10.29 $ 11.76 $ 11.31 $10.82 $10.74 $10.30
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 6,559 7,073 6,707 7,276 5,824 2,454 1,800 1,000 281 1
---------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 12.20 $ 11.56 $ 11.85 $ 11.05 $ 9.82 $ 12.40 $ 11.96 $11.19 $11.02 $10.41
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,368 4,888 4,498 4,925 4,505 2,753 3,022 2,176 414 84
---------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 45.70 $ 42.73 $ 44.54 $ 41.22 $ 35.84 $ 48.27 $ 46.21 $42.61 $41.36 $38.70
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,732 3,918 4,435 4,527 4,019 3,098 2,325 1,725 893 383
---------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
---------------------------------------------------------------------------------------------------------------------
Unit value $ 13.05 $ 11.90 $ 12.74 $ 11.62 $ 9.69 $ 14.45 $ 13.82 $12.28 $11.71 $10.66
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 20,839 22,803 24,916 27,631 27,177 23,506 14,705 6,917 2,788 46
---------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------------------
Unit value $ 21.24 $ 18.69 $ 19.14 $ 14.61 $ 10.96 $ 20.14 $ 17.56 $16.39 $14.95 $13.34
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 427 418 455 346 421 443 462 372 312 478
---------------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE CORE
---------------------------------------------------------------------------------------------------------------------
Unit value $ 9.99 $ 8.70 $ 9.79 $ 8.01 $ 6.36 $ 9.71 $ 10.81 -- -- --
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 281 379 382 380 377 421 38 -- -- --
---------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
---------------------------------------------------------------------------------------------------------------------
Unit value $ 21.80 $ 19.51 $ 20.49 $ 18.56 $ 14.49 $ 23.24 $ 23.37 $19.66 $19.43 $17.87
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 833 960 954 880 834 842 856 849 802 502
---------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
---------------------------------------------------------------------------------------------------------------------
Unit value $ 6.31 $ 5.46 $ 5.57 $ 4.90 $ 4.47 $ 6.71 $ 6.59 $ 5.78 $ 5.54 --
---------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,840 634 806 611 730 571 504 326 15 --
---------------------------------------------------------------------------------------------------------------------

I-6

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

----------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
----------------------------------------------------------------------------------------------------------------------

EQ/CALVERT SOCIALLY RESPONSIBLE
----------------------------------------------------------------------------------------------------------------------
Unit value $ 8.41 $ 7.33 $ 7.44 $ 6.72 $ 5.23 $ 9.71 $ 8.81 $ 8.51 $ 7.96 $ 7.82
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 127 122 129 265 286 373 353 314 204 249
----------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
----------------------------------------------------------------------------------------------------------------------
Unit value $ 13.09 $ 11.34 $ 11.09 $ 9.74 $ 7.54 $ 12.71 $ 12.72 $ 11.55 $ 11.08 $ 10.16
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,683 1,901 2,012 2,196 2,528 3,063 1,393 1,585 1,200 776
----------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
----------------------------------------------------------------------------------------------------------------------
Unit value $217.02 $191.00 $193.27 $169.68 $134.51 $243.48 $239.38 $219.99 $214.55 $191.26
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 41 45 55 60 63 65 73 73 64 29
----------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
----------------------------------------------------------------------------------------------------------------------
Unit value $ 13.81 $ 13.62 $ 13.22 $ 12.71 $ 12.59 $ 14.07 $ 13.88 $ 13.57 $ 13.50 $ 13.20
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,402 1,354 1,424 1,504 1,216 1,473 1,477 1,527 1,343 1,175
----------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
----------------------------------------------------------------------------------------------------------------------
Unit value $ 9.75 $ 8.87 $ 9.46 $ 8.61 $ 6.60 $ 11.05 $ 10.84 -- -- --
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,436 1,593 1,664 1,601 1,517 1,189 216 -- -- --
----------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
----------------------------------------------------------------------------------------------------------------------
Unit value $ 28.62 $ 25.27 $ 25.32 $ 22.52 $ 18.20 $ 29.54 $ 28.64 $ 25.31 $ 24.66 $ 22.76
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,509 1,194 1,278 1,432 1,308 1,547 1,418 1,604 1,386 1,074
----------------------------------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
----------------------------------------------------------------------------------------------------------------------
Unit value $ 15.64 $ 13.93 $ 15.10 $ 13.33 $ 10.61 $ 18.08 $ 16.13 $ 15.01 $ 13.79 $ 12.69
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,703 1,904 2,210 2,904 3,228 3,346 2,714 2,354 1,938 1,510
----------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE BALANCED
----------------------------------------------------------------------------------------------------------------------
Unit value $ 10.58 $ 9.68 $ 9.83 $ 8.99 $ 7.01 $ 10.45 $ 10.42 -- -- --
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,157 1,654 1,643 1,908 1,649 1,574 368 -- -- --
----------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
----------------------------------------------------------------------------------------------------------------------
Unit value $ 8.55 $ 7.58 $ 8.07 $ 7.44 $ 5.89 $ 9.49 -- -- -- --
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,946 4,136 4,481 4,971 5,195 2,805 -- -- -- --
----------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND
ACQUISITIONS
----------------------------------------------------------------------------------------------------------------------
Unit value $ 12.67 $ 12.25 $ 12.30 $ 11.41 $ 9.95 $ 11.75 $ 11.56 $ 10.48 -- --
----------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 442 561 286 248 305 337 193 77 -- --
----------------------------------------------------------------------------------------------------------------------

I-7

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------

EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $37.58 $32.44 $34.20 $26.23 $18.86 $27.67 $25.76 $22.05 $21.50 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 609 624 678 666 610 618 233 79 9 --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $12.21 $11.97 $11.67 $11.16 $11.14 $10.64 $ 9.90 $ 9.74 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,193 1,389 1,235 1,037 1,063 476 185 8 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $17.09 $14.86 $17.25 $15.74 $10.67 $25.45 $18.23 $13.53 $10.37 $ 8.53
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,036 1,149 1,440 1,600 1,528 1,726 1,239 755 609 457
------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $19.38 $19.52 $18.86 $18.41 $19.16 $18.82 $17.92 $17.67 $17.76 $17.72
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 470 458 948 875 948 404 376 481 416 458
------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL CORE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $11.57 $10.12 $12.42 $11.54 $ 8.68 $16.01 $14.13 $12.06 $10.47 $ 9.38
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,808 2,069 2,230 2,278 2,341 2,289 3,208 2,337 1,926 1,026
------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $11.98 $10.48 $12.15 $11.74 $ 9.40 $19.41 $17.67 $14.55 $12.84 $11.05
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,245 1,332 1,511 1,714 1,924 2,236 1,508 1,037 649 530
------------------------------------------------------------------------------------------------------------------
EQ/ INTERNATIONAL VALUE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $17.06 $14.77 $17.93 $17.19 $13.43 $23.97 $22.13 $17.91 $16.44 $13.75
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 751 843 914 984 1,000 1,136 1,052 782 522 441
------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------
Unit value $13.62 $11.94 $12.82 $11.61 $ 8.93 $15.08 $15.53 $13.12 $12.84 $11.78
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 230 247 256 275 280 288 351 347 370 307
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.60 $ 8.49 $ 9.02 $ 8.03 $ 6.46 $10.50 $10.28 $ 9.26 $ 8.79 $ 8.03
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 277 284 330 367 389 458 510 603 610 598
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $ 8.27 $ 7.33 $ 7.29 $ 6.39 $ 4.78 $ 7.62 $ 6.80 $ 6.96 $ 6.16 $ 5.78
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 955 864 906 1,047 1,004 1,050 1,042 1,055 981 856
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $15.89 $14.21 $15.00 $13.34 $10.06 $16.57 $14.58 $13.76 $12.84 $11.60
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 924 1,072 204 249 298 492 192 184 149 93
------------------------------------------------------------------------------------------------------------------

I-8

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $ 6.51 $ 5.68 $ 5.80 $ 5.15 $ 4.39 $10.32 $11.17 $10.63 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,321 1,412 832 868 847 809 532 144 -- --
------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $12.66 $11.12 $11.91 $10.76 $ 9.09 $16.31 $17.38 $14.57 $14.06 $12.60
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,671 1,875 2,059 2,313 2,668 3,123 2,507 2,363 2,169 1,481
------------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
------------------------------------------------------------------------------------------------------------------
Unit value $12.15 $10.71 $11.91 $10.63 $ 8.62 $12.70 $11.67 $10.54 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 414 517 473 455 425 442 196 84 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $14.96 $12.71 $14.48 $12.82 $ 9.50 $16.18 $14.17 $11.47 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,165 1,217 1,214 777 796 665 269 56 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $12.17 $10.57 $11.02 $ 8.92 $ 6.66 $13.35 $12.57 $11.47 $10.97 $ 9.62
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,423 1,481 1,672 1,781 1,863 2,166 1,890 1,556 1,391 883
------------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $16.26 $13.95 $15.67 $13.01 $ 9.74 $16.40 $16.96 $15.34 $14.02 $12.10
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,445 1,617 1,830 2,158 902 1,069 1,156 1,107 1,007 636
------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------
Unit value $25.91 $26.36 $26.82 $27.28 $27.75 $27.65 $26.86 $26.15 $25.92 $26.17
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 514 623 729 1,227 1,943 1,051 1,102 845 349 434
------------------------------------------------------------------------------------------------------------------
EQ/MONTAG & CALDWELL GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 5.67 $ 5.13 $ 5.07 $ 4.77 $ 3.74 $ 5.66 $ 4.77 $ 4.49 $ 4.34 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 617 816 964 1,099 1,560 657 83 72 22 --
------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $16.09 $15.05 $16.59 $12.75 $ 8.26 $15.95 $13.26 $12.34 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 870 927 889 885 695 782 297 179 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.28 $ 8.27 $ 8.80 $ 8.00 $ 6.50 $10.69 $10.70 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 898 1,002 1,238 1,402 1,644 1,727 258 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------
Unit value $11.00 $ 9.30 $10.35 $ 9.14 $ 6.71 $11.51 $11.08 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,214 1,216 1,073 860 786 674 83 -- -- --
------------------------------------------------------------------------------------------------------------------

I-9

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $10.41 $10.44 $10.64 $10.73 $10.11 $10.72 $ 9.78 $ 9.91 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 2,316 5,586 3,294 3,673 2,525 1,235 730 286 -- --
------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $16.13 $15.98 $16.06 $15.38 $14.75 $16.06 $15.63 $15.31 $15.27 $14.97
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 765 816 941 1,133 502 626 590 573 555 512
------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $17.05 $15.01 $15.91 $12.86 $10.37 $16.02 $16.60 $14.35 $14.00 $12.10
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 733 734 850 1,024 720 713 744 596 575 449
------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------
Unit value $16.74 $14.32 $14.85 $12.98 $ 9.26 $16.30 $15.46 $16.39 $16.03 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 676 571 606 610 421 401 47 41 6 --
------------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.00 $ 7.67 $ 8.52 $ 8.02 $ 6.27 $10.78 $10.75 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 634 657 694 735 848 853 178 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------
Unit value $ 5.46 $ 4.92 $ 5.15 $ 4.63 $ 3.56 $ 6.04 $ 6.07 $ 5.41 $ 5.05 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 212 186 161 166 153 89 104 69 -- --
------------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
------------------------------------------------------------------------------------------------------------------
Unit value $11.29 $ 9.70 $10.07 $ 8.89 $ 7.04 $11.36 $11.85 $10.40 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 452 581 586 490 545 539 602 296 -- --
------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $11.76 $ 9.94 $10.74 $ 9.31 $ 6.75 $ 9.49 $ 8.67 $ 8.33 $ 8.15 $ 7.75
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,807 1,264 957 537 353 249 215 280 377 218
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $51.27 $45.67 $49.57 $42.88 $31.77 $60.62 $55.37 $53.59 $50.38 $45.72
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 179 206 250 144 53 56 47 25 28 10
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------
Unit value $14.25 $13.74 $13.21 $12.66 $11.89 $11.80 $11.30 $11.08 $11.07 $10.84
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 2,885 2,442 3,414 3,238 3,511 1,494 2,030 1,611 1,424 1,202
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER INTERNATIONAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $11.95 $10.33 $12.84 $12.18 $ 9.54 $18.39 $16.64 $13.51 $11.90 $10.27
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 636 719 842 967 951 1,047 1,030 783 806 360
------------------------------------------------------------------------------------------------------------------

I-10

APPENDIX I: CONDENSED FINANCIAL INFORMATION

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER LARGE CAP CORE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $10.88 $ 9.67 $10.61 $ 9.68 $ 7.43 $12.50 $12.11 $10.85 $10.34 $ 9.59
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 327 380 416 452 447 473 453 353 272 238
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $12.52 $11.02 $11.87 $10.67 $ 8.83 $14.37 $14.10 $12.02 $11.42 $10.15
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 677 773 753 860 921 1,210 1,363 1,238 1,242 726
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $11.70 $10.31 $11.39 $ 9.13 $ 6.55 $11.81 $10.74 $ 9.96 $ 9.35 $ 8.52
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,046 736 783 810 813 934 1,035 1,075 1,055 731
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $14.19 $12.57 $14.76 $12.02 $ 8.47 $13.46 $13.68 $12.13 $11.49 $10.15
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 641 726 760 803 727 805 1,010 876 1,011 560
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------
Unit value $27.87 $26.92 $26.06 $24.86 $23.07 $30.68 $30.26 $28.00 $27.64 $25.87
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 635 628 641 863 523 526 758 755 771 557
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 7.46 $ 6.81 $ 8.22 $ 6.55 $ 4.95 $ 8.71 $ 8.54 $ 7.89 $ 7.46 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 579 584 746 786 687 788 475 242 59 --
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $16.10 $14.03 $15.68 $12.81 $10.31 $16.88 $19.05 $16.69 $16.22 $14.09
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 475 494 612 586 666 748 1,201 991 884 641
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------
Unit value $11.83 $10.61 $11.34 $ 9.80 $ 6.29 $12.10 $10.41 $ 9.87 $ 9.02 $ 8.74
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 572 579 705 766 462 597 350 311 306 98
------------------------------------------------------------------------------------------------------------------

I-11

APPENDIX I: CONDENSED FINANCIAL INFORMATION

Appendix II: Purchase considerations for QP contracts/(1)/

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

This information is provided for historical purposes only. The contract is no
longer available to new purchasers.

Trustees who are considering the purchase of an Accumulator(R) Series QP
contract should discuss with their tax and ERISA advisers whether this is an
appropriate investment vehicle for the employer's plan. The QP contract and
this Prospectus should be reviewed in full, and the following factors, among
others, should be noted. Trustees should consider whether the plan provisions
permit the investment of plan assets in the QP contract, the distribution of
such an annuity, the purchase of the Guaranteed minimum income benefit and
other guaranteed benefits, and the payment of death benefits in accordance with
the requirements of the federal income tax rules. Assuming continued plan
qualification and operation, earnings on qualified plan assets will accumulate
value on a tax-deferred basis even if the plan is not funded by the
Accumulator(R) Series QP contract or another annuity contract. Therefore, you
should purchase an Accumulator(R) Series QP contract to fund a plan for the
contract's features and benefits and not for tax deferral, after considering
the relative costs and benefits of annuity contracts and other types of
arrangements and funding vehicles.

Given that required minimum distributions must generally commence from the plan
for participants after age 70 1/2, trustees should consider:

.. whether required minimum distributions under QP contracts would cause
withdrawals in excess of 6% of the Guaranteed minimum income benefit
Roll-Up benefit base;

.. that if the Guaranteed minimum income benefit is automatically exercised as
a result of the no lapse guarantee, payments will be made to the plan trust
and may not be rollover eligible.

Finally, because the method of purchasing the QP contract, including the large
initial contribution, and the features of the QP contract may appeal more to
plan participants who are older and tend to be highly paid, and because certain
features of the QP contract are available only to plan participants who meet
certain minimum and/or maximum age requirements, plan trustees should discuss
with their advisors whether the purchase of the QP contract would cause the
plan to engage in prohibited discrimination in contributions, benefits or
otherwise.

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

(1)QP contracts are available for Accumulator(R), Accumulator(R) Plus/SM/, and
Accumulator(R) Elite/SM/ contract owners only.

II-1

APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CONTRACTS

Appendix III: Market value adjustment example

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

The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated
on February 15, 2013 to a fixed maturity option with a maturity date of
February 15, 2021 (eight years later) at a hypothetical rate to maturity of
7.00% ("h" in the calculations below), resulting in a maturity value of
$171,882 on the maturity date. We further assume that a withdrawal of $50,000,
including any applicable withdrawal charge, is made four years later on
February 15, 2017/(a)/ .

------------------------------------------------------------------------------------------------------------------
HYPOTHETICAL ASSUMED RATE TO MATURITY
("J" IN THE CALCULATIONS BELOW)
FEBRUARY 15, 2017
-------------------------------------
5.00% 9.00%
------------------------------------------------------------------------------------------------------------------

AS OF FEBRUARY 15, 2017 BEFORE WITHDRAWAL
(1) Market adjusted amount/(b)/ $141,389 $121,737
------------------------------------------------------------------------------------------------------------------
(2) Fixed maturity amount/(c)/ $131,104 $131,104
------------------------------------------------------------------------------------------------------------------
(3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367)
------------------------------------------------------------------------------------------------------------------
ON FEBRUARY 15, 2017 AFTER $50,000 WITHDRAWAL
(4) Portion of market value adjustment associated with the withdrawal:
(3) x [$50,000/(1)] $ 3,637 $ (3,847)
------------------------------------------------------------------------------------------------------------------
(5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847
------------------------------------------------------------------------------------------------------------------
(6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737
------------------------------------------------------------------------------------------------------------------
(7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257
------------------------------------------------------------------------------------------------------------------
(8) Maturity value/(d)/ $111,099 $101,287
------------------------------------------------------------------------------------------------------------------

Notes:

(a)Number of days from the withdrawal date to the maturity date = D = 1,461

(b)Market adjusted amount is based on the following calculation:

Maturity value = $171,882 where j is either 5% or 9%
---------------------- -----------------------------
(1+j)/(D/365)/ (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value = $171,882
---------------------- -----------------------------
(1+h)/(D/365)/ (1+0.07)/(1,461/365)/

(d)Maturity value is based on the following calculation:

Fixed maturity amount x (1+h)/(D/365)/ = ($84,741 or $77,257) x (1+0.07)/(1,461/365)/

III-1

APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE

Appendix IV: Enhanced death benefit example

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

The death benefit under the contracts is equal to the account value or, if
greater, the enhanced death benefit, if elected.

The following illustrates the enhanced death benefit calculation for
Accumulator(R), Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/
contracts. The enhanced death benefit calculation for Accumulator(R) Plus/SM/
contracts is illustrated on the next page. Assuming $100,000 is allocated to
the variable investment options (with no allocation to the EQ/Intermediate
Government Bond, EQ/Money Market, the guaranteed interest option or the fixed
maturity options or the Special 10 year fixed maturity option), no additional
contributions, no transfers, no withdrawals and no loans under a Rollover TSA
contract, the enhanced death benefit for an annuitant age 45 would be
calculated as follows:

For all Accumulator(R) Series/SM/ contracts except Accumulator(R) Plus/SM/
contracts:

-----------------------------------------------------------------------------------
ANNUAL RATCHET TO
6% ROLL-UP TO AGE 85 AGE 85
END OF CONTRACT YEAR ACCOUNT VALUE BENEFIT BASE BENEFIT BASE
-----------------------------------------------------------------------------------

1 $105,000 $106,000/(1)/ $105,000/(3)/
-----------------------------------------------------------------------------------
2 $115,500 $112,360/(2)/ $115,500/(3)/
-----------------------------------------------------------------------------------
3 $129,360 $119,102/(2)/ $129,360/(3)/
-----------------------------------------------------------------------------------
4 $103,488 $126,248/(1)/ $129,360/(4)/
-----------------------------------------------------------------------------------
5 $113,837 $133,823/(1)/ $129,360/(4)/
-----------------------------------------------------------------------------------
6 $127,497 $141,852/(1)/ $129,360/(4)/
-----------------------------------------------------------------------------------
7 $127,497 $150,363/(1)/ $129,360/(4)/
-----------------------------------------------------------------------------------

6% ROLL-UP TO AGE 85

(1)At the end of contract years 1 and 4 through 7, the 6% Roll-Up to age 85
enhanced death benefit is greater than the current account value.

(2)At the end of contract years 2 and 3, the 6% Roll-Up to age 85 enhanced
death benefit is equal to the current account value.

ANNUAL RATCHET TO AGE 85

(3)At the end of contract years 1 through 3, the Annual Ratchet to age 85
enhanced death benefit is equal to the current account value.

(4)At the end of contract years 4 through 7, the death benefit is equal to the
Annual Ratchet to age 85 enhanced death benefit at the end of the prior year
since it is higher than the current account value.

GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown is the greater
of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to
age 85.

The following illustrates the enhanced death benefit calculation for
Accumulator(R), Accumulator(R) Elite/SM/ and Accumulator(R) Select/SM/
contracts. The enhanced death benefit calculation for Accumulator(R) Plus/SM/
contracts is illustrated on the next page. Assuming $100,000 is allocated to
the variable investment options (with no allocation to the EQ/Intermediate
Government Bond, EQ/Money Market, the guaranteed interest option or the fixed
maturity options or the Special 10 year fixed maturity option), no additional
contributions, no transfers, no withdrawals and no loans under a Rollover TSA
contract, the enhanced death benefit for an annuitant age 45 would be
calculated as follows:

-------------------------------------------------------------------------------------------------------
6% ROLL-UP TO AGE 85 ANNUAL RATCHET TO AGE 85
END OF CONTRACT YEAR ACCOUNT VALUE BENEFIT BASE BENEFIT BASE
-------------------------------------------------------------------------------------------------------

1 $109,200 $106,000/(2)/ $109,200/(3)/
-------------------------------------------------------------------------------------------------------
2 $120,120 $112,360/(2)/ $120,120/(3)/
-------------------------------------------------------------------------------------------------------
3 $134,534 $119,102/(2)/ $134,534/(3)/
-------------------------------------------------------------------------------------------------------
4 $107,628 $126,248/(1)/ $134,534/(4)/
-------------------------------------------------------------------------------------------------------
5 $118,390 $133,823/(1)/ $134,534/(4)/
-------------------------------------------------------------------------------------------------------
6 $132,597 $141,852/(1)/ $134,534/(4)/
-------------------------------------------------------------------------------------------------------
7 $132,597 $150,363/(1)/ $134,534/(4)/
-------------------------------------------------------------------------------------------------------

IV-1

APPENDIX IV: ENHANCED DEATH BENEFIT EXAMPLE

6% ROLL-UP TO AGE 85

(1)At the end of contract years 4 through 7, the 6% Roll-Up to age 85 enhanced
death benefit is greater than the current account value.

(2)At the end of contract years 1 through 3, the 6% Roll-Up to age 85 enhanced
death benefit is equal to the current account value.

ANNUAL RATCHET TO AGE 85

(3)At the end of contract years 1 through 3, the Annual Ratchet to age 85
enhanced death benefit is equal to the current account value.

GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85

The enhanced death benefit under this option for each year shown is the greater
of the amounts shown under the 6% Roll-Up to age 85 or the Annual Ratchet to
age 85.

IV-2

APPENDIX IV: ENHANCED DEATH BENEFIT EXAMPLE

Appendix V: Hypothetical Illustrations

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

ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM
BENEFITS

The following tables illustrate the changes in account value, cash value and
the values of the "Greater of 6% Roll-Up to age 85 or the Annual Ratchet to age
85" Guaranteed minimum death benefit, the Protection Plus/SM/ benefit and the
Guaranteed minimum income benefit under certain hypothetical circumstances for
Accumulator(R), Accumulator(R) Plus/SM/, Accumulator(R) Elite/SM/, and
Accumulator(R) Select/SM/ contracts, respectively. The table illustrates the
operation of a contract based on a male, issue age 60, who makes a single
$100,000 contribution and takes no withdrawals. The amounts shown are for the
beginning of each contract year and assume that all of the account value is
invested in Portfolios that achieve investment returns at constant gross annual
rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or
other expenses are deducted from the underlying portfolio assets). After the
deduction of the arithmetic average of the investment management fees, 12b-1
fees and other expenses of all of the underlying Portfolios (as described
below), the corresponding net annual rates of return would be (2.3)% and 3.7%
for the Accumulator(R) contract; (2.55)% and 3.45% for the Accumulator(R)
Plus/SM/ contract; (2.7)% and 3.3% for the Accumulator(R) Elite/SM/ contract;
and (2.75)% and 3.25% for the Accumulator(R) Select/SM/ contract at the 0% and
6% gross annual rates, respectively. These net annual rates of return reflect
the trust and separate account level charges but they do not reflect the
charges we deduct from your account value annually for the optional Guaranteed
minimum death benefit, Protection Plus/SM/ benefit and the Guaranteed minimum
income benefit features, as well as the annual administrative charge. If the
net annual rates of return did reflect these charges, the net annual rates of
return would be lower; however, the values shown in the following tables
reflect the following contract charges: the "Greater of 6% Roll-Up to age 85 or
the Annual Ratchet to age 85" Guaranteed minimum death benefit charge, the
Protection Plus/SM/ benefit charge, and the Guaranteed minimum income benefit
charge and any applicable administrative charge and withdrawal charge. The
values shown under "Lifetime annual guaranteed minimum income benefit" reflect
the lifetime income that would be guaranteed if the Guaranteed minimum income
benefit is selected at that contract date anniversary. An "N/A" in these
columns indicates that the benefit is not exercisable in that year. A "0" under
any of the death benefit and/or "Lifetime annual guaranteed minimum income
benefit" columns indicates that the contract has terminated due to insufficient
account value. However, the Guaranteed minimum income benefit has been
automatically exercised and the owner is receiving lifetime payments.

With respect to fees and expenses deducted from assets of the underlying
portfolios, the amounts shown in all tables reflect (1) investment management
fees equivalent to an effective annual rate of 0.56%, and (2) an assumed
average asset charge for all other expenses of the underlying portfolios
equivalent to an effective annual rate of 0.24% and (3) 12b-1 fees equivalent
to an effective annual rate of 0.25%. These rates are the arithmetic average
for all Portfolios that are available as investment options. In other words,
they are based on the hypothetical assumption that account values are allocated
equally among the variable investment options. The actual rates associated with
any contract will vary depending upon the actual allocation of account value
among the investment options. These rates do not reflect expense limitation
arrangements in effect with respect to certain of the underlying portfolios as
described in the footnotes to the fee table for the underlying portfolios in
"Fee table" earlier in this Prospectus. With these arrangements, the charges
shown above would be lower. This would result in higher values than those shown
in the following tables.

V-1

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R)
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
PROTECTION PLUS/SM/
GUARANTEED MINIMUM INCOME BENEFIT

GREATER OF 6% ROLL-UP
TO AGE 85 OR THE LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED TOTAL DEATH BENEFIT INCOME BENEFIT: INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT WITH PROTECTION PLUS/SM/ GUARANTEED INCOME HYPOTHETICAL INCOME
---------------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
---------------------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
61 1 96,033 102,012 89,033 95,012 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
62 2 92,091 104,012 85,091 97,012 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
63 3 88,170 105,994 82,170 99,994 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
64 4 84,262 107,953 78,262 101,953 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
65 5 80,363 109,883 75,363 104,883 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
66 6 76,467 111,776 73,467 108,776 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
67 7 72,567 113,627 71,567 112,627 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
68 8 68,658 115,426 68,658 115,426 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
69 9 64,732 117,166 64,732 117,166 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
70 10 60,783 118,837 60,783 118,837 179,085 179,085 210,719 210,719 10,584 10,584 10,584 10,584
---------------------------------------------------------------------------------------------------------------------------------
75 15 40,381 125,790 40,381 125,790 239,656 239,656 295,518 295,518 15,362 15,362 15,362 15,362
---------------------------------------------------------------------------------------------------------------------------------
80 20 18,147 129,164 18,147 129,164 320,714 320,714 408,999 408,999 21,841 21,841 21,841 21,841
---------------------------------------------------------------------------------------------------------------------------------
85 25 0 126,692 0 126,692 0 429,187 0 517,472 0 39,700 0 39,700
---------------------------------------------------------------------------------------------------------------------------------
90 30 0 135,526 0 135,526 0 429,187 0 517,472 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
95 35 0 145,935 0 145,935 0 429,187 0 517,472 N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------------

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE ACCOUNT VALUE,
CASH VALUE AND GUARANTEED BENEFITS FOR A POLICY WOULD BE DIFFERENT FROM THE
ONES SHOWN IF THE ACTUAL GROSS RATE OF INVESTMENT RETURN AVERAGED 0% OR 6% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR
INDIVIDUAL POLICY YEARS. WE CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL
INVESTMENT RESULTS CAN BE ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY
PERIOD OF TIME. IN FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS
COULD BE NEGATIVE.

V-2

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) PLUS/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
PROTECTION PLUS
GUARANTEED MINIMUM INCOME BENEFIT

-----------------------------------------------------------------------------------------------------------------------------
GREATER OF 6% ROLL-UP
TO AGE 85 OR THE LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED TOTAL DEATH BENEFIT INCOME BENEFIT INCOME BENEFIT
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT WITH PROTECTION PLUS GUARANTEED INCOME HYPOTHETICAL INCOME
-----------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
-----------------------------------------------------------------------------------------------------------------------------

60 0 104,000 104,000 96,000 96,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
61 1 99,668 105,886 91,668 97,886 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
62 2 95,382 107,752 87,382 99,752 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
63 3 91,136 109,590 84,136 102,590 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
64 4 86,923 111,396 79,923 104,396 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
65 5 82,737 113,163 76,737 107,163 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
66 6 78,572 114,884 73,572 109,884 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
67 7 74,421 116,552 70,421 112,552 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
68 8 70,277 118,159 67,277 115,159 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
69 9 66,134 119,696 66,134 119,696 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
70 10 61,983 121,154 61,983 121,154 179,085 179,085 210,719 210,719 10,584 10,584 10,584 10,584
-----------------------------------------------------------------------------------------------------------------------------
75 15 40,799 126,873 40,799 126,873 239,656 239,656 295,518 295,518 15,362 15,362 15,362 15,362
-----------------------------------------------------------------------------------------------------------------------------
80 20 18,139 128,736 18,139 128,736 320,714 320,714 408,999 408,999 21,841 21,841 21,841 21,841
-----------------------------------------------------------------------------------------------------------------------------
85 25 0 124,488 0 124,488 0 429,187 0 517,472 0 39,700 0 39,700
-----------------------------------------------------------------------------------------------------------------------------
90 30 0 131,237 0 131,237 0 429,187 0 517,472 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
95 35 0 139,095 0 139,095 0 429,187 0 517,472 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------

V-3

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) ELITE/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP OR THE ANNUAL RATCHET TO AGE 85 GUARANTEED MINIMUM
DEATH BENEFIT
PROTECTION PLUS
GUARANTEED MINIMUM INCOME BENEFIT

-----------------------------------------------------------------------------------------------------------------------------
GREATER OF 6% ROLL-UP
TO AGE 85 OR THE LIFETIME ANNUAL LIFETIME ANNUAL
ANNUAL RATCHET GUARANTEED MINIMUM GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED TOTAL DEATH BENEFIT INCOME BENEFIT: INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT WITH PROTECTION PLUS GUARANTEED INCOME HYPOTHETICAL INCOME
-----------------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
-----------------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 92,000 92,000 100,000 100,000 100,000 100,000 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
61 1 95,634 101,613 87,634 93,613 106,000 106,000 108,400 108,400 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
62 2 91,322 103,195 84,322 96,195 112,360 112,360 117,304 117,304 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
63 3 87,057 104,738 81,057 98,738 119,102 119,102 126,742 126,742 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
64 4 82,832 106,238 77,832 101,238 126,248 126,248 136,747 136,747 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
65 5 78,640 107,687 78,640 107,687 133,823 133,823 147,352 147,352 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
66 6 74,476 109,078 74,476 109,078 141,852 141,852 158,593 158,593 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
67 7 70,332 110,404 70,332 110,404 150,363 150,363 170,508 170,508 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
68 8 66,201 111,656 66,201 111,656 159,385 159,385 183,139 183,139 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
69 9 62,076 112,825 62,076 112,825 168,948 168,948 196,527 196,527 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
70 10 57,950 113,901 57,950 113,901 179,085 179,085 210,719 210,719 10,584 10,584 10,584 10,584
-----------------------------------------------------------------------------------------------------------------------------
75 15 36,941 117,511 36,941 117,511 239,656 239,656 295,518 295,518 15,362 15,362 15,362 15,362
-----------------------------------------------------------------------------------------------------------------------------
80 20 14,610 116,901 14,610 116,901 320,714 320,714 408,999 408,999 21,841 21,841 21,841 21,841
-----------------------------------------------------------------------------------------------------------------------------
85 25 0 109,797 0 109,797 0 429,187 0 517,472 0 39,700 0 39,700
-----------------------------------------------------------------------------------------------------------------------------
90 30 0 113,251 0 113,251 0 429,187 0 517,472 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------
95 35 0 117,242 0 117,242 0 429,187 0 517,472 N/A N/A N/A N/A
-----------------------------------------------------------------------------------------------------------------------------

V-4

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R) SELECT/SM/
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
MALE, ISSUE AGE 60
BENEFITS:
GREATER OF 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 GUARANTEED
MINIMUM DEATH BENEFIT
PROTECTION PLUS
GUARANTEED MINIMUM INCOME BENEFIT

------------------------------------------------------------------------------------------------------------------
GREATER OF 6% ROLL-UP TO LIFETIME ANNUAL
AGE 85 OR THE ANNUAL RATCHET GUARANTEED MINIMUM
CONTRACT TO AGE 85 GUARANTEED TOTAL DEATH BENEFIT INCOME BENEFIT:
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT WITH PROTECTION PLUS GUARANTEED INCOME
------------------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
------------------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 N/A N/A
------------------------------------------------------------------------------------------------------------------
61 1 95,585 101,564 95,585 101,564 106,000 106,000 108,400 108,400 N/A N/A
------------------------------------------------------------------------------------------------------------------
62 2 91,226 103,093 91,226 103,093 112,360 112,360 117,304 117,304 N/A N/A
------------------------------------------------------------------------------------------------------------------
63 3 86,918 104,582 86,918 104,582 119,102 119,102 126,742 126,742 N/A N/A
------------------------------------------------------------------------------------------------------------------
64 4 82,654 106,025 82,654 106,025 126,248 126,248 136,747 136,747 N/A N/A
------------------------------------------------------------------------------------------------------------------
65 5 78,427 107,415 78,427 107,415 133,823 133,823 147,352 147,352 N/A N/A
------------------------------------------------------------------------------------------------------------------
66 6 74,230 108,745 74,230 108,745 141,852 141,852 158,593 158,593 N/A N/A
------------------------------------------------------------------------------------------------------------------
67 7 70,057 110,006 70,057 110,006 150,363 150,363 170,508 170,508 N/A N/A
------------------------------------------------------------------------------------------------------------------
68 8 65,899 111,192 65,899 111,192 159,385 159,385 183,139 183,139 N/A N/A
------------------------------------------------------------------------------------------------------------------
69 9 61,751 112,292 61,751 112,292 168,948 168,948 196,527 196,527 N/A N/A
------------------------------------------------------------------------------------------------------------------
70 10 57,604 113,297 57,604 113,297 179,085 179,085 210,719 210,719 10,584 10,584
------------------------------------------------------------------------------------------------------------------
75 15 36,529 116,509 36,529 116,509 239,656 239,656 295,518 295,518 15,362 15,362
------------------------------------------------------------------------------------------------------------------
80 20 14,193 115,435 14,193 115,435 320,714 320,714 408,999 408,999 21,841 21,841
------------------------------------------------------------------------------------------------------------------
85 25 0 107,804 0 107,804 0 429,187 0 517,472 0 39,700
------------------------------------------------------------------------------------------------------------------
90 30 0 110,659 0 110,659 0 429,187 0 517,472 N/A N/A
------------------------------------------------------------------------------------------------------------------
95 35 0 113,951 0 113,951 0 429,187 0 517,472 N/A N/A
------------------------------------------------------------------------------------------------------------------

-------------------
LIFETIME ANNUAL
GUARANTEED MINIMUM
INCOME BENEFIT:
HYPOTHETICAL INCOME
-------------------
0% 6%
-------------------

N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
N/A N/A
-------------------
10,584 10,584
-------------------
15,362 15,362
-------------------
21,841 21,841
-------------------
0 39,700
-------------------
N/A N/A
-------------------
N/A N/A
-------------------

V-5

APPENDIX V: HYPOTHETICAL ILLUSTRATIONS

Appendix VI: Guaranteed principal benefit example

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

For purposes of these examples, we assume that there is an initial contribution
of $100,000, made to the contract on February 15, 2013. We also assume that no
additional contributions, no transfers among options and no withdrawals from
the contract are made. For GPB Option 1, the example also assumes that a 10
year fixed maturity option is chosen. The hypothetical gross rates of return
with respect to amounts allocated to the variable investment options are 0%, 6%
and 10%. The numbers below reflect the deduction of all applicable separate
account and contract charges, and also reflect the charge for GPB Option 2.
Also, for any given performance of your variable investment options, GPB Option
1 produces higher account values than GPB Option 2 unless investment
performance has been significantly positive. The examples should not be
considered a representation of past or future expenses. Similarly, the annual
rates of return assumed in the example are not an estimate or guarantee of
future investment performance. GPB Options 1 and 2 were only available at
issue. The dates in the example are provided for illustrative purposes only.

For Accumulator(R) contracts:

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

ASSUMING UNDER GPB UNDER GPB
100% IN FMO OPTION 1 OPTION 2
-----------------------------------------------------------------------------------------------------------------------

Amount allocated to FMO on February 15, 2013 based upon a 3.10% rate to
maturity 100,000 73,670 40,000
-----------------------------------------------------------------------------------------------------------------------
Initial account value allocated to the variable investment options on February 15,
2013 0 26,330 60,000
-----------------------------------------------------------------------------------------------------------------------
Account value in the fixed maturity option on February 15, 2023 135,736 100,000 54,294
-----------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value at the maturity
date of the applicable fixed maturity option plus the value of amounts in the
variable investment options on February 15, 2023, assuming a 0% gross rate of
return) 135,736 120,546 100,000/(1)/
-----------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value at the maturity
date of the applicable fixed maturity option plus the value of amounts in the
variable investment options on February 15, 2023, assuming a 6% gross rate of
return) 135,736 137,321 132,476/(2)/
-----------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value at the maturity
date of the applicable fixed maturity option plus the value of amounts in the
variable investment options on February 15, 2023, assuming a 10% gross rate of
return) 135,736 154,520 169,231/(2)/
-----------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
ASSUMING 100%
IN VARIABLE
INVESTMENT
OPTIONS
-------------------------------------------------------------------------------------------------

Amount allocated to FMO on February 15, 2013 based upon a 3.10% rate to
maturity --
-------------------------------------------------------------------------------------------------
Initial account value allocated to the variable investment options on February 15,
2013 100,000
-------------------------------------------------------------------------------------------------
Account value in the fixed maturity option on February 15, 2023 0
-------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value at the maturity
date of the applicable fixed maturity option plus the value of amounts in the
variable investment options on February 15, 2023, assuming a 0% gross rate of
return) 78,032
-------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value at the maturity
date of the applicable fixed maturity option plus the value of amounts in the
variable investment options on February 15, 2023, assuming a 6% gross rate of
return) 141,743
-------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value at the maturity
date of the applicable fixed maturity option plus the value of amounts in the
variable investment options on February 15, 2023, assuming a 10% gross rate of
return) 207,064
-------------------------------------------------------------------------------------------------

(1)Since the annuity account value is less than the alternate benefit under GPB
Option 2, the annuity account value is adjusted upward to the guaranteed
amount or an increase of $3,275 in this example.
(2)Since the annuity account value is greater than the alternate benefit under
GPB Option 2, GPB Option 2 will not affect the annuity account value.

VI-1

APPENDIX VI: GUARANTEED PRINCIPAL BENEFIT EXAMPLE

For Accumulator(R) Plus/SM/ contracts:

-------------------------------------------------------------------------------------------------------------------
ASSUMING 100%
ASSUMING 100% UNDER IN VARIABLE
IN FIXED MATURITY UNDER GPB GPB INVESTMENT
OPTION OPTION 1 OPTION 2 OPTIONS
-------------------------------------------------------------------------------------------------------------------

Amount allocated to FMO on February 15, 2013 based upon
a 3.30% rate to maturity 104,000 76,617 41,600 --
-------------------------------------------------------------------------------------------------------------------
Initial account value allocated to the variable investment
options on February 15, 2013 0 27,383 62,400 104,000
-------------------------------------------------------------------------------------------------------------------
Account value in the fixed maturity option on February 15,
2023 141,166 104,000 56,466 0
-------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the
value at the maturity date of the applicable fixed maturity
option plus the value of amounts in the variable investment
options on February 15, 2023, assuming a 0% gross rate of
return) 141,166 124,826 100,000/(1)/ 79,097
-------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the
value at the maturity date of the applicable fixed maturity
option plus the value of amounts in the variable investment
options on February 15, 2023, assuming a 6% gross rate of
return) 141,166 141,887 135,797/(2)/ 143,892
-------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the
value at the maturity date of the applicable fixed maturity
option plus the value of amounts in the variable investment
options on February 15, 2023, assuming a 10% gross rate of
return) 141,166 159,396 173,211/(2)/ 210,393
-------------------------------------------------------------------------------------------------------------------

(1)Since the annuity account value is less than the alternate benefit under GPB
Option 2, the annuity account value is adjusted upward to the guaranteed
amount or an increase of $557 in this example
(2)Since the annuity account value is greater than the alternate benefit under
GPB Option 2, GPB Option 2 will not affect the annuity account value.

For Accumulator(R) Elite/SM/ contracts

--------------------------------------------------------------------------------------------------------------------
ASSUMING 100%
ASSUMING 100% UNDER IN VARIABLE
IN FIXED MATURITY UNDER GPB GPB INVESTMENT
OPTION OPTION 1 OPTION 2 OPTIONS
--------------------------------------------------------------------------------------------------------------------

Amount allocated to FMO on February 15, 2013 based upon a 100,000 73,670 40,000 --
3.10% rate to maturity
--------------------------------------------------------------------------------------------------------------------
Initial account value allocated to the variable investment 0 26,330 60,000 100,000
options on February 15, 2013
--------------------------------------------------------------------------------------------------------------------
Account value in the fixed maturity option on February 15, 135,736 100,000 54,294 0
2023
--------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value 135,736 119,719 100,000/(1)/ 74,891
at the maturity date of the applicable fixed maturity option
plus the value of amounts in the variable investment options
on February 15, 2023 , assuming a 0% gross rate of return)
--------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value 135,736 135,904 129,452/(2)/ 136,362
at the maturity date of the applicable fixed maturity option
plus the value of amounts in the variable investment options
on February 15, 2023 , assuming a 6% gross rate of return)
--------------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the value 135,736 152,526 164,966/(2)/ 199,490
at the maturity date of the applicable fixed maturity option
plus the value of amounts in the variable investment options
on February 15, 2023 , assuming a 10% gross rate of return)
--------------------------------------------------------------------------------------------------------------------

(1)Since the annuity account value is less than the alternate benefit under GPB
Option 2, the annuity account value is adjusted upward to the guaranteed
amount or an increase of $5,034 in this example
(2)Since the annuity account value is greater than the alternate benefit under
GPB Option 2, GPB Option 2 will not affect the annuity account value.

VI-2

APPENDIX VI: GUARANTEED PRINCIPAL BENEFIT EXAMPLE

For Accumulator(R) Select/SM/ contracts

--------------------------------------------------------------------------------------------------------------
ASSUMING 100% IN
VARIABLE
ASSUMING 100% UNDER GPB UNDER GPB INVESTMENT
IN FMO OPTION 1 OPTION 2 OPTIONS
--------------------------------------------------------------------------------------------------------------

Amount allocated to FMO on February 15, 2013
based upon a 3.30% rate to maturity 100,000 73,670 40,000 --
--------------------------------------------------------------------------------------------------------------
Initial account value allocated to the variable
investment options on February 15, 2013 0 26,330 60,000 100,000
--------------------------------------------------------------------------------------------------------------
Account value in the fixed maturity option on February
15, 2023 135,736 100,000 54,294 0
--------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the
value at the maturity date of the applicable fixed ma-
turity option plus the value of amounts in the variable
investment options on February 15, 2023, assuming a
0% gross rate of return) 135,736 119,617 100,000/(1)/ 74,506
--------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the
value at the maturity date of the applicable fixed ma-
turity option plus the value of amounts in the variable
investment options on February 15, 2023, assuming a
6% gross rate of return) 135,736 135,730 129,081/(2)/ 135,702
--------------------------------------------------------------------------------------------------------------
Annuity account value (computed by adding together the
value at the maturity date of the applicable fixed ma-
turity option plus the value of amounts in the variable
investment options on February 15, 2023, assuming a
10% gross rate of return) 135,736 152,281 164,443/(2)/ 198,561
--------------------------------------------------------------------------------------------------------------

(1)Since the annuity account value is less than the altenate benefit under GPB
Option 2, the annuity account value is adjusted upward to the guaranteed
amount or an increase of $5,249 in this example.
(2)Since the annuity account value is greater than the alternate benefit under
GPB Option 2, GPB Option 2 will not affect the annuity account value.

VI-3

APPENDIX VI: GUARANTEED PRINCIPAL BENEFIT EXAMPLE

Appendix VII: Protection Plus/SM/ example

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

The following illustrates the calculation of a death benefit that includes
Protection Plus for an annuitant age 45. The example assumes a contribution of
$100,000 and no additional contributions. Where noted, a single withdrawal in
the amount shown is also assumed. If you purchased your contract after
approximately September 2003, the example shown in the second and third columns
apply. For all other contract owners, the example in the last two columns
apply. The calculation is as follows:

-----------------------------------------------------------------------------------------------------------------------
$3000 $6000
WITHDRAWAL WITHDRAWAL
- PRO RATA - PRO RATA
NO WITHDRAWAL $3000 WITHDRAWAL $6000 WITHDRAWAL TREATMENT TREATMENT
-----------------------------------------------------------------------------------------------------------------------

A INITIAL CONTRIBUTION 100,000 100,000 100,000 100,000 100,000
-----------------------------------------------------------------------------------------------------------------------
B DEATH BENEFIT: prior to withdrawal./(1)/ 104,000 104,000 104,000 104,000 104,000
-----------------------------------------------------------------------------------------------------------------------
C PROTECTION PLUS EARNINGS: Death Benefit less 4,000 4,000 4,000 N/A N/A
net contributions (prior to the withdrawal
in D). B MINUS A.
-----------------------------------------------------------------------------------------------------------------------
D WITHDRAWAL 0 3,000 6,000 3,000 6,000
-----------------------------------------------------------------------------------------------------------------------
E WITHDRAWAL % AS A % OF AV (ASSUMING DEATH 0.00% N/A N/A 2.88% 5.77%
BENEFIT = AV) GREATER OF D DIVIDED BY B
-----------------------------------------------------------------------------------------------------------------------
F EXCESS OF THE WITHDRAWAL OVER THE PROTECTION 0 0 2,000 N/A N/A
PLUS EARNINGS GREATER OF D MINUS C OR ZERO
-----------------------------------------------------------------------------------------------------------------------
G NET CONTRIBUTIONS (adjusted for the 100,000 100,000 98,000 97,115 94,231
withdrawal in D) A REDUCED FOR E OR F
-----------------------------------------------------------------------------------------------------------------------
H DEATH BENEFIT (adjusted for the withdrawal 104,000 101,000 98,000 101,000 98,000
in D) B MINUS D
-----------------------------------------------------------------------------------------------------------------------
I DEATH BENEFIT LESS NET CONTRIBUTIONS H MINUS 4,000 1,000 0 3,885 3,769
G
-----------------------------------------------------------------------------------------------------------------------
J PROTECTION PLUS FACTOR 40% 40% 40% 40% 40%
-----------------------------------------------------------------------------------------------------------------------
K PROTECTION PLUS BENEFIT I TIMES J 1,600 400 0 1,554 1,508
-----------------------------------------------------------------------------------------------------------------------
L DEATH BENEFIT: Including Protection Plus H 105,600 101,400 98,000 102,554 99,508
PLUS K
-----------------------------------------------------------------------------------------------------------------------

(1)The Death Benefit is the greater of the Account Value or any applicable
death benefit

VII-1

APPENDIX VII: PROTECTION PLUS/SM/ EXAMPLE

Appendix VIII: State contract availability and/or variations of certain
features and benefits

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

Certain information is provided for historical purposes only. The contracts are
no longer available to new purchasers. In addition, except as described below,
we no longer accept contributions to the contracts, including contributions
made through our automatic investment program. Contributions received at our
processing office will be returned to you. This change has no effect on amounts
that are already invested in your contract or on your guaranteed benefits.

We currently continue to accept contributions to: (i) QP contracts; and (ii)
all contracts issued in the state of Maryland. Information regarding
contributions in this section is for the benefit of contract owners currently
eligible to continue making contributions to the contracts.

The following information is a summary of the states where the Accumulator(R)
Series 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 can not be added. Please contact your financial professional for more
information about availability in your state. See also the "Contract
Variations" appendix later in this Prospectus for information about the
availability of certain features and their charges, if applicable, under your
contract.

STATES WHERE CERTAIN ACCUMULATOR(R) SERIES/SM/ FEATURES AND/OR BENEFITS ARE NOT
AVAILABLE OR VARY:

CALIFORNIA See "Contract features and If you reside in the state of
benefits"--"Your right to cancel California and you are age 60
within a certain number of days" and 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
money market account (and/or
guaranteed interest option, if
available), 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 money market
account) and/or fixed maturity
options, your refund will be
equal to your account value on
the date we receive your
request to cancel at our
processing office.
-------------------------------------------------------------------------------
FLORIDA See "Contract features and The following information
benefits" in "Credits" (For replaces the second bullet to
Accumulator(R) Plus contracts only) the final set of bullets in
this section:
. You may annuitize your
contract after thirteen
months, however, if you
elect to receive annuity
payments within five years
of the contract date, we
will recover the credit
that applies to any
contribution made in that
five years. If you start
receiving annuity payments
after five years from the
contract date and within
three years of making any
contribution, we will
recover the credit that
applies to any
contribution made within
the prior three years.

See "Transfers of ownership, The second paragraph in this
collateral assignments, loans and section is deleted.
borrowing" in "More information"
-------------------------------------------------------------------------------

VIII-1

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN
FEATURES AND BENEFITS

----------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
----------------------------------------------------------------------------------

ILLINOIS See "Contract features and The following information
benefits" in "Credits" (for replaces the second bullet to
Accumulator(R) Plus contracts only) the final set of bullets in
this section:

You may annuitize your
contract after thirteen
months, however, if you elect
to receive annuity payments
within five years of the
contract date, we will recover
the credit that applies to any
contribution made in that five
years. If you start receiving
annuity payments after five
years from the contract date
and within three years of
making any contribution, we
will recover the credit that
applies to any contribution
made within the prior three
years.

See "Selecting an annuity payout Annuity payments may be
option" under "Your annuity payout elected twelve months from the
options" in "Accessing Your Money" contract date.

Notice to all Illinois contract Illinois law provides that a
owners spouse in a civil union and a
spouse in a marriage are to be
treated identically.
For purposes of your contract,
when we use the term
"married", we include "parties
to a civil union" and when we
use the word "spouse" we
include "parties to a civil
union". While civil union
spouses are afforded the same
rights as married spouses
under Illinois law,
tax-related advantages such as
spousal continuation are
derived from federal tax law.
Illinois' Civil Union Law does
not and cannot alter federal
law. The federal Defense of
Marriage Act excludes civil
unions and civil union
partners from the meaning of
the word "marriage" or
"spouse" in all federal laws.
Therefore, a civil union
spouse does not qualify for
the same tax advantages
provided to a married spouse
under federal law, including
the tax benefits afforded to
the surviving spouse of an
owner of an annuity contract
or any rights under specified
tax-favored savings or
retirement plans or
arrangements.
----------------------------------------------------------------------------------
MARYLAND Fixed maturity options Not Available

Guaranteed principal benefit Not Available
option 1 and Guaranteed principal
benefit option 2
----------------------------------------------------------------------------------
MASSACHUSETTS Automatic investment program Not Available

Annual administrative charge The annual administrative
charge will not be deducted
from amounts allocated to the
Guaranteed interest option.

See "How you can purchase and Additional contributions are
contribute to your contract" in limited to the first two years
"Contract features and benefits" after the contract issue date
and "Appendix XI" (for only.
Accumulator(R), Accumulator(R)
Plus/SM/, and Accumulator(R)
Elite/SM/ contracts only)

See "Disability, terminal illness, This section is deleted in its
or confinement to nursing home" entirety.
under "Withdrawal charge" in
"Charges and expenses" (for
Accumulator(R), Accumulator(R)
Plus/SM/, and Accumulator(R)
Elite/SM/ contracts only)
----------------------------------------------------------------------------------
MINNESOTA See "Principal Protector/SM/ " in Principal Protector/SM/ is
"Contract features and benefits" discontinued if the
and "Beneficiary continuation Beneficiary continuation
option" in "Payment of death option is elected.
benefit"
----------------------------------------------------------------------------------
NEW YORK Greater of the 6% Roll-Up or Not Available (you have a
Annual Ratchet Guaranteed minimum choice of the standard death
death benefit benefit or the Annual Ratchet
to age 85 guaranteed minimum
death benefit), as described
earlier in this Prospectus.
Guaranteed minimum death Not Available
benefit/guaranteed minimum income
benefit roll-up benefit base reset
----------------------------------------------------------------------------------

VIII-2

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

NEW YORK Guaranteed minimum income benefit Not Available
(CONTINUED) no lapse guarantee (for
Accumulator(R) Plus/SM/,
Accumulator(R) Elite/SM/, and
Accumulator(R) Select/SM/
contracts only)

Principal Protector/SM/ Not Available

Protection Plus/SM/ Not Available

Fixed maturity options (for Not Available
Accumulator(R) Plus/SM/ contracts
only)
Guaranteed principal benefit Not Available
option 1 and Guaranteed prin-cipal
benefit option 2 (for
Accumulator(R) Plus/SM/ contracts
only)
"Indication of Intent" (for The "Indication of Intent"
Accumulator(R) Plus/SM/ contracts approach to first
only) year contributions in
connection with the
contribution crediting rate is
not available.

See "Contract features and The following information is
benefits" in "Credits"(for added as the third bullet to
Accumulator(R) Plus/SM/ contracts the final set of bullets in
only) this section:

. Where annuity payments may
begin after the
first contract year, if
you elect to receive
annuity payments, we will
not recover the credit on
any contributions. See
"The amount applied to
purchase an annuity payout
option" in "Accessing your
money" later in
the Prospectus for more
information on the effect
of annuitization in New
York.
See "Insufficient account value" If your account value in the
in "Determining your contract's variable investment options is
value" in-sufficient to pay the
annual administrative charge,
or the Annual Ratchet to age
85 death benefit charge, and
you have no ac-count value in
the guaranteed interest
option, your contract will
terminate without value, and
you will lose any applicable
bene-fits. See "Charges and
expenses" earlier in this
Prospectus.

See "Annuity maturity date" in Your contract has a maturity
"Accessing your money" (for date by which you must either
Accumulator(R) Plus/SM/ contracts take a lump sum withdrawal or
only) select an annuity payout
option. The maturity date is
the contract date that follows
the annuitant's 90th birthday.

See "Annuity maturity date" in The maturity date by which you
"Accessing your money" (for must take a lump sum
Accumulator(R), Accumulator(R) withdrawal or select an
Elite/SM/, and Accumulator(R) annuity payout option is as
Select/SM/ contracts only) follows:

Maximum
Issue age Annuitization age
--------- -----------------
0-80 90
81 91
82 92
83 93
84 94
85 95

Please see this section earlier
in this Prospectus for more
information.

See "Charges and expenses" (for With regard to the Annual
Accumulator(R) and administrative, Annual Ratchet
Accumulator(R) Elite/SM/ to age 85 death benefit,
contracts only) Guaranteed principal benefit
option 2 and Guaranteed minimum
income benefit charges,
respectively, we will deduct the
related charge, as follows for
each: we will deduct the charge
from your value in the variable
investment options on a pro rata
basis. If those amounts are
insufficient, we will deduct all
or a portion of the charge from
the fixed maturity options
(other than the Special 10 year
fixed maturity option) in the
order
---------------------------------------------------------------------

VIII-3

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

NEW YORK of the earliest maturity date(s)
(CONTINUED) first. If such fixed maturity
option amounts are insufficient,
we will deduct all or a portion
of the charge from the account
for special dollar cost
averaging (not available if the
Guaranteed principal benefit
option is elected). If such
amounts are still insufficient,
we will deduct any remaining
portion from the Special 10 year
fixed maturity option. If the
contract is surrendered or
annuitized or a death benefit is
paid, we will deduct a pro rata
portion of the charge for that
year. A market value adjustment
will apply to deductions from
the fixed maturity options
(including the Special 10 year
fixed maturity option).

Deductions from the fixed
maturity options (including the
Special 10 year fixed maturity
option) cannot cause the
credited net interest for the
contract year to fall below 1.5%.
With regard to the Annual
administrative, either enhanced
death benefit and the Guaranteed
minimum income benefit charges
only, if your account value in
the variable investment options
and the fixed maturity options
is insufficient to pay the
applicable charge, and you have
no account value in the
guaranteed interest option, your
contract will terminate without
value and you will lose any
applicable guaranteed benefits.
Please see "Insufficient account
value" in "Determining your
contract's value" earlier in
this Prospectus.

See "Charges and expenses" (for With regard to the Annual
Accumulator(R) Plus/SM/ administrative, Annual Ratchet
con-tracts only) to age 85 death benefit and
Guaranteed minimum income
benefit charges, respectively,
we will deduct the related
charge, as follows for each: we
will deduct this charge from
your value in the variable
investment options on a pro rata
basis. If the contract is
surrendered or annuitized or a
death benefit is paid, we will
deduct a pro rata portion of the
charge for that year.

If your account value in the
variable investment options is
insufficient to pay the
applicable charge, and you have
no account value in the
guaranteed interest option,
your contract will terminate
without value and you will lose
any applicable guaranteed
benefits. Please see
"Insufficient account value" in
"Determining your contract's
value" earlier in this
Prospectus.
See "Charges and expenses" (for With regard to the Annual
Accumulator(R) Select/SM/ administrative, Annual Ratchet
contracts only) to age 85 death benefit,
Guaranteed principal benefit
option 2 and Guaranteed minimum
income benefit charges,
respectively, we will deduct the
related charge, as follows for
each: we will deduct the charge
from your value in the variable
investment options on a pro rata
basis. If those amounts are
insufficient, we will deduct all
or a portion of the charge from
the fixed maturity options
(other than the Special 10 year
fixed maturity option) in the
order of the earliest maturity
date(s) first. If such amounts
are still insufficient, we will
deduct any remaining portion
from the Special 10 year fixed
maturity option (if applicable).
If the contract is surrendered
or annuitized or a death benefit
is paid, we will deduct a pro
rata portion of the charge for
that year. A market value
adjustment will apply to
deductions from the fixed
maturity options (including the
Special 10 year fixed maturity
option).

Deductions from the fixed
maturity options (including the
Special 10 year fixed maturity
option) cannot cause the
cred-ited net interest for the
contract year to fall below 1.5%.
--------------------------------------------------------------------------------

VIII-4

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

--------------------------------------------------------------------
STATE FEATURES AND BENEFITS
--------------------------------------------------------------------

NEW YORK
(CONTINUED)

See "Contract features and benefits"--"Self directed
allocation" (for Accumulator(R) contracts issued from
approximately February 2004 to February 2009 only).

See "Transferring your account value" in
"Transferring your money among investment
options" (for Accumulator(R) contracts issued from
approximately February 2004 to February 2009 only).

See "Rebalancing your account value" in
"Transferring your money among investment
options" (for Accumulator(R) contracts issued from
approximately February 2004 to February 2009 only).

See "The amount applied to purchase an annuity
payout option" in "Accessing your money" (for
Accumulator(R) contracts only)

See "The amount applied to purchase an annuity
payout option" in "Accessing your money" (for
Accumulator(R) Select/SM/ contracts only)

Fixed maturity options -- withdrawal charges (for
Accumulator(R) contracts only)

--------------------------------------------------------------------------------------------------------------------------
FEATURES AND BENEFITS AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------------------------------

With regard to the Annual administrative, and either enhanced
death benefit charge only, if your account value in the variable
investment options and the fixed maturity options is insufficient
to pay the applicable charge, and you have no account value in
the guaranteed interest option, your contract will terminate
without value and you will lose any applicable guaranteed
benefits. Please see "Insufficient account value" in "Determining
your contract's value" earlier in this Prospectus.

See "Contract features and benefits"--"Self directed No more than 25% of any contribution may be allocated to the
allocation" (for Accumulator(R) contracts issued from guaranteed interest option.
approximately February 2004 to February 2009 only).

See "Transferring your account value" in The following information is added as the sixth and seventh
"Transferring your money among investment bullets in this section:
options" (for Accumulator(R) contracts issued from
approximately February 2004 to February 2009 only).

In all contract years, a transfer into the guaranteed interest
option will not be permitted if such transfer would result in
more than 25% of the annuity account value being allocated
to the guaranteed interest option, based on the annuity
account value as of the previous business day.

See "Rebalancing your account value" in Under Option II, transfers into the Guaranteed interest option are
"Transferring your money among investment not permitted if they violate the transfer rules.
options" (for Accumulator(R) contracts issued from
approximately February 2004 to February 2009 only).

See "The amount applied to purchase an annuity For fixed annuity period certain payout options only, the amount
payout option" in "Accessing your money" (for applied to the annuity benefit is the greater of the cash value or
Accumulator(R) contracts only) 95% of what the account value would be if no withdrawal
charge applied.

See "The amount applied to purchase an annuity The amount applied to purchase an annuity payout option varies,
payout option" in "Accessing your money" (for depending on the payout option that you choose, and the timing
Accumulator(R) Select/SM/ contracts only) of your purchase as it relates to any market value adjustments.

Fixed maturity options -- withdrawal charges (for The withdrawal charge that applies to withdrawals taken from
Accumulator(R) contracts only) amounts in the fixed maturity options will never exceed 7% and
will be determined by applying the New York Alternate Scale I
shown below. If you withdraw amounts that have been
transferred from one fixed maturity option to another, we use the
New York Alternate Scale II (also shown below) if it produces a
higher charge than Alternate Scale I.

The withdrawal charge may not exceed the withdrawal charge
that would normally apply to the contract. If a contribution has
been in the contract for more than 7 years and therefore would
have no withdrawal charge, no withdrawal charge will apply. Use
of a New York Alternate Scale can only result in a lower charge.
We will compare the result of applying Alternate Scale I or II, as
the case may be, to the result of applying the normal withdrawal
charge, and will charge the lower withdrawal charge.

NY ALTERNATE SCALE I NY ALTERNATE SCALE II

Year of investment in fixed Year of transfer within fixed
maturity option/(1)/ maturity option*
----------------------------------------------------------
Within year 1 7% Within year 1 5%
2 6% 2 4%
3 5% 3 3%
4 4% 4 2%
5 3% 5 1%
6 2% After year 5 0
7 1%
--------------------------------------------------------------

VIII-5

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

----------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
----------------------------------------------------------

NEW YORK After year 7 0% Not to exceed 1% times the
(CONTINUED) number of years remaining in
the fixed maturity option,
rounded to the higher number
of years. In other words, if 4.3
years remain, it would be a 5%
charge.
-------------------------------------------------------

(1)Measured from the contract date anniversary prior to the date of the
contribution or transfer

If you take a withdrawal from an investment option other than
the fixed maturity options, the amount available for withdrawal
without a withdrawal charge is reduced. It will be reduced by the
amount of the contribution in the fixed maturity options to which
no withdrawal charge applies.
You should consider that on the maturity date of a fixed maturity
option if we have not received your instructions for allocation of
your maturity value, we will transfer your maturity value to the
fixed maturity option with the shortest available maturity. If we
are not offering other fixed maturity options, we will transfer your
maturity value to the EQ/Money Market option.

The potential for lower withdrawal charges for withdrawals from
the fixed maturity options and the potential for a lower "free
withdrawal amount" than what would normally apply, should be
taken into account when deciding whether to allocate amounts
to, or transfer amounts to or from, the fixed maturity options.
Fixed maturity options -- The withdrawal charge that applies to withdrawals taken from
withdrawal charges (for amounts in the fixed maturity options will never exceed 7% and
Accumulator(R) Elite/SM/ contracts will be determined by applying the New York Alternate Scale I
only) shown below. If you withdraw amounts that have been
transferred from one fixed maturity option to another, we use the
New York Alternate Scale II (also shown below) if it produces a
higher charge than Alternate Scale I.
The withdrawal charge may not exceed the withdrawal charge
that would normally apply to the contract. If a contribution has
been in the contract for more than 4 years and therefore would
have no withdrawal charge, no withdrawal charge will apply. Use
of a New York Alternate Scale can only result in a lower charge.
We will compare the result of applying Alternate Scale I or II, as
the case may be, to the result of applying the normal withdrawal
charge, and will charge the lower withdrawal charge.

-----------------------------------------------------------
NY ALTERNATE SCALE I NY ALTERNATE SCALE II

Year of investment in Year of transfer within
fixed maturity option/(1)/ fixed maturity option*
-----------------------------------------------------------
Within year 1 7% Within year 1 5%
-----------------------------------------------------------
2 6% 2 4%
-----------------------------------------------------------
3 5% 3 3%
-----------------------------------------------------------
4 4% 4 2%
-----------------------------------------------------------
After year 5 0% After year 5 0%
-----------------------------------------------------------

Not to exceed 1% times the number of years remaining in the
fixed maturity option, rounded to the higher number of year
In other words, if 4.3 years remain, it would be a 5% charg
---------------------------------------------------------------

VIII-6

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

--------------------------------------------------------------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------------------------

NEW YORK (1)Measured from the contract date
(CONTINUED) anniversary prior to the date of
the contribution or transfer.

You should consider that on the
maturity date of a fixed maturity
option if we have not received your
instructions for allocation of your
maturity value, we will transfer your
maturity value to the fixed maturity
option with the shortest available
maturity. If we are not offering
other fixed maturity options, we will
transfer your maturity value to the
EQ/Money Market option.
The potential for lower withdrawal
charges for withdrawals from the
fixed maturity options and the
potential for a lower "free
withdrawal amount" than what would
normally apply, should be taken into
account when deciding whether to
allocate amounts to, or transfer
amounts to or from, the fixed
maturity options.
--------------------------------------------------------------------------------------------------------------------
OREGON Fixed maturity options (For Accumulator(R) and Accumu- Not Available
lator(R) Plus/SM/ contracts only)

Guaranteed principal benefit option 1 and Guaranteed Not Available
principal benefit option 2 (For Accumulator(R), Accumu-
lator(R) Plus/SM/, and Accumulator(R) Elite/SM/ contracts only)

See "How you can purchase and contribute to your . Subsequent contributions are not
contract" in "Contract features and benefits" and permitted. This is a single
"Appendix XI"(For Accumulator(R), Accumulator(R) Plus/SM/, premium product.
and Accumulator(R) Elite/SM/ contracts only)
. Section 1035 exchanges,
rollovers, multiple assignments
and/or transfers are permitted
provided that all documentation
is complete and received with the
application.

See "Credits" in "Contract features and benefits" (for For Oregon contracts with a five year
Accumulator(R) Plus/SM/ contracts only) reset and/or no lapse guarantee, the
credit is included in the calculation
of your guaranteed minimum income
benefit and guaranteed minimum death
benefit.
See "Indication of intent" in "Contract features and Since Oregon does not permit
benefits" (for Accumulator(R) Plus/SM/ contracts only) additional contributions, the
in-dication of intent approach to
first year contributions is
appli-cable in Oregon only to the
extent that all necessary
documentation for multiple transfers
and/or exchanges is com-plete and
received with the application.
--------------------------------------------------------------------------------------------------------------------

VIII-7

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

OREGON See "Lifetime required minimum We will not impose a
(CONTINUED) distribution withdrawals" in withdrawal charge on
"Accessing your money" (for minimum distribution
Accumulator(R) Plus/SM/ contracts withdrawals even if you are
only) not enrolled in our automatic
RMD service except if, when
added to a partial withdrawal
previously taken in the same
contract year, the minimum
distribution withdrawals
exceed the 10% free withdrawal
amount. Such minimum
distribution withdrawals must
be based solely on your
Accumulator(R) Plus/SM/
contract's account value.

See "Selecting an annuity payout The annuity commencement date
option" in "Accessing your money" may not be earlier than four
(for Accumulator(R), years from the contract issue
Accumulator(R) Plus/SM/, and date for Accumulator(R)
Accumulator(R) Elite/SM/ contracts Elite/SM/ contracts, seven
only) years for Accumulator(R)
contracts, and eight years for
Accumulator(R) Plus/SM/
contracts.

See "Disability, terminal illness, Item (i) is deleted in its
or confinement to nursing home" entirety.
under "Withdrawal charge" in
"Charges and expenses" (for
Accumulator(R), Accumulator(R)
Plus/SM/, and Accumulator(R)
Elite/SM/ contracts only)

See "Transfers of ownership, The second paragraph in this
collateral assignments, loans and section is deleted.
borrowing" in "More information"
(for Accumulator(R) Plus/SM/
contracts only)

See "Lifetime required minimum We generally will not impose a
distribution withdrawals" in withdrawal charge on minimum
"Accessing your money" distribution withdrawals even
if you are not en-rolled in
our automatic RMD service
except if, when added to a
lump sum withdrawal previously
taken in the same contract
year, the minimum distribution
withdrawals exceed the 10%
free withdrawal amount. In
order to avoid a withdrawal
charge in connection with
minimum distribution
withdrawals outside of our
automatic RMD service, you
must notify us using our
request form. Such minimum
distribution withdrawals must
be based solely on your
contract's account value.

See "We require that the following The following is added:
types of communications be on (20) requests for required
specific forms we provide for that minimum distributions, other
purpose:" in "Who is AXA than pursuant to our automatic
Equitable?" (for Accumulator(R), RMD service.
Accumulator(R) Plus/SM/, and
Accumulator(R) Elite/SM/ contracts
only)

Flexible Premium IRA and Flexible Not Available
Premium Roth IRA (for
Accumulator(R) contracts only)

Automatic Investment Program for Not Available
Accumulator(R) and Accumulator(R)
Elite contracts only

See "Special dollar cost averaging The special dollar cost
program" in "Contract Features and averaging program may only be
Benefits"for Accumulator(R) and selected at the time of
Accumulator(R) Elite contracts only application.
--------------------------------------------------------------------------------

PENNSYLVANIA Contributions Your contract refers to contributions as premiums.
Contribution age The following contribution limits apply:
limitations (for
Accumulator(R)
contracts only
Maximum
Issue age Contribution age
--------- ----------------
0-75 79
76 80
77 81
78-80 82
81-83 84
84 85
85 86
-------------------------------------------------------------------------------------------

VIII-8

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

-------------------------------------------------------------
STATE FEATURES AND BENEFITS AVAILABILITY OR VARIATION
-------------------------------------------------------------

PENNSYLVANIA Contribution age The following contribution limits apply:
(CONTINUED) limitations (for
Accumulator(R) Plus/SM/
contracts only)
Maximum -
Issue age Contribution age
--------- ----------------
0-75 77
76 78
77 79
78-80 80
Contribution age The following contribution limits apply:
limitations (for
Accumulator(R) Elite/SM/
contracts only)
Maximum
Issue age contribution age
--------- ----------------
0-75 82
76 83
77 84
78-80 85
81-85 87

Contribution age If the annuitant was 0-75 at contract issue, the maximum
limitations (for contribution age is 85.
Accumulator(R)
Select/SM/ contracts only

See "Annuity maturity The maturity date by which you must take a lump sum
date" in "Accessing your withdrawal or select an annuity payout option is as foll
money" (for
Accumulator(R),
Accumulator(R)
Elite/SM/, and
Accumulator(R)
Select/SM/ contracts
only)
Maximum
Issue age annuitization age
--------- ----------------- -
0-75 85
76 86
77 87
78-80 88
81-85 90

See "Annuity maturity The maturity date by which you must take a lump sum
date" in "Accessing your withdrawal or select an annuity payout option is as foll
money" (for
Accumulator(R) Plus/SM/
contracts only)
Maximum
Issue age Annuitization age
--------- -----------------
0-75 85
76 86
77 87
78-80 88

Loans under Rollover TSA Taking a loan in excess of the Internal Revenue Code lim
contracts may result in adverse tax consequences. Please consult y
tax adviser before taking a loan that exceeds the Intern
Revenue Code limits.

Special dollar cost In Pennsylvania, we refer to this program as "enhanced
averaging program (for rate dollar cost averaging."
Accumulator(R) and
Accumulator(R) Elite/SM/
contracts only)

Withdrawal charge For annuitants that are ages 84 and 85 when the contract
schedule for issue ages is issued in Pennsylvania, the withdrawal charge will be
84 and 85 (for computed in the same manner as for other contracts as
Accumulator(R) contracts described in "Charges and expenses" under "Withdrawal
only) charge" earlier in this Prospectus, except that the
withdrawal charge schedule will be different. For these
contracts, the withdrawal charge schedule will be 5% of
each contribution made in the first contract year,
decreasing by 1% each subsequent contract year to 0% in
the sixth and later contract years.
------------------------------------------------------------------------------------------------

VIII-9

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

PUERTO RICO IRA, Roth IRA, Inherited IRA (for Not Available
Accumulator(R), Accumulator (R)
Elite/SM/, and Accumulator(R)
Select/SM/ contracts), QP and
Rollover TSA contracts

Beneficiary continuation option Not Available
(IRA)

Tax Information -- Special rules Income from NQ contracts we
for NQ contracts 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.
--------------------------------------------------------------------------------
TEXAS See "Annual administrative charge" The annual administrative
in "Charges and expenses" charge will not be deducted
from amounts allocated to the
Guaranteed interest option.
--------------------------------------------------------------------------------
UTAH See "Transfers of ownership, The second paragraph in this
collateral assignments, loans and section is deleted.
borrowing" in "More information"
--------------------------------------------------------------------------------
VERMONT Loans under Rollover TSA contracts Taking a loan in excess of the
Internal Revenue Code limits
may result in adverse tax
consequences. Please consult
your tax adviser before taking
a loan that exceeds the
Internal Revenue Code limits.
--------------------------------------------------------------------------------
WASHINGTON Guaranteed interest option (for Not Available
contracts issued from
approximately December 2004 to
December 2006)

Investment simplifier -- Not Available
Fixed-dollar option and Interest
sweep option

Fixed maturity options Not Available

Guaranteed Principal Benefit Not Available
Options 1 and 2

Protection Plus/SM/ Not Available

See "Guaranteed minimum death You have a choice of the
benefit" in "Contract features and standard death benefit, the
benefits" Annual Ratchet to age 85
enhanced death benefit, or the
Greater of 4% Roll-Up to age
85 or the Annual Ratchet to
age 85 enhanced death benefit.

See "Annual administrative charge" The annual administrative
in "Charges and expenses" charge will be deducted from
the value in the variable
investment options on a pro
rata basis.

See "Withdrawal charge" in The 10% free withdrawal amount
"Charges and expenses" (for applies to full surrenders.
Accumulator(R), Accumulator(R)
Plus/SM/, and Accumulator(R)
Elite/SM/ contracts only)

See "Disability, terminal illness, The annuitant has qualified to
or confinement to nursing home" receive Social Security
under "Withdrawal charge" in disability benefits as
"Charges and expenses" (for certified by the Social
Accumulator(R), Accumulator(R) Security Administration or a
Plus/SM/, and Accumulator(R) statement from an independent
Elite/SM/ contracts only) U.S. licensed physician
stating that the annuitant
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.
Special dollar cost averaging . Available only at issue.
program (for contracts issued from
approximately December 2004 to . Subsequent contributions
December 2006) (for Accumulator(R) cannot be used to elect
and Accumulator(R) Elite/SM/ new programs. You may make
contracts only) subsequent contributions
to the initial programs
while they are still
running.
--------------------------------------------------------------------------------

VIII-10

APPENDIX VIII: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS
OF CERTAIN FEATURES AND BENEFITS

Appendix IX: Contract Variations

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

In addition, options and/or features may vary among states in light of
applicable regulations or state approvals. Any such state variations are
generally not included here but instead included in Appendix VIII earlier in
this section. For more information about state variations applicable to you, as
well as particular features, charges and options available under your contract
based upon when you purchased it, please contact your financial professional
and/or refer to your contract.

-------------------------------------------------------------------------------
APPROXIMATE TIME PERIOD FEATURE/BENEFIT VARIATION
-------------------------------------------------------------------------------
October 2005-October Guaranteed minimum Available for contracts
2007 (Oregon death issued from approximately
Accumulator(R) Plus benefit/Guaranteed October 1, 2005 to
contracts only) minimum income October 22, 2007 only.
benefit roll-up
benefit base reset

January 2005-October Guaranteed minimum Available for contracts
2007 (Oregon income benefit no issued from approximately
Accumulator(R) Plus lapse guarantee January 1, 2005 to
contracts only) October 22, 2007 only.
-------------------------------------------------------------------------------

April 1, 2002-April 4, Types of contracts QP defined contribution
2002 (for Accumulator(R) contracts were available.
Select/SM/ contracts
only)
-------------------------------------------------------------------------------

April 2002-May 2002 (for See "Transferring The fifth bullet is deleted
Accumulator(R) your account value" in its entirety.
select/SM/ contracts in "Transferring your
only) money among
investment options"
-------------------------------------------------------------------------------

April 4, 2002-June 2002 Owner and annuitant Non-Natural owners are not
(for Accumulator(R) requirements permitted.
Select/SM/ contracts
only)
-------------------------------------------------------------------------------
April 2002-December 2003 We require that a Authorization for telephone
specific form that we transfers by your financial
provide be used for professional are available
certain types of only for contracts
communications. distributed through AXA
Distributors.
-------------------------------------------------------------------------------
April 2002-November 2002 Inherited IRA Unavailable -- accordingly,
(for Accumulator(R), beneficiary all references in this
Accumulator(R) Continuation contract Prospectus to "Inherited IRA
Elite/SM/, and beneficiary Continuation
Accumulator(R) Select contract" are deleted in
contracts only) their entirety.
-------------------------------------------------------------------------------
April 2002-February 2003 Guaranteed minimum The fee for this benefit was
income benefit 0.45%

Annual Ratchet to age The fee for this benefit was
85 0.20%

6% Roll-Up to age 85 The fee for this benefit was
0.35%

The Greater of 6% The fee for this benefit was
Roll-Up to age 85 of 0.45%
the Annual Ratchet to
age 85
-------------------------------------------------------------------------------

April 2002-July 2003 Guaranteed interest No limitations regarding
(for Accumulator(R) option allocations or transfers into
Plus/SM/ and the guaranteed interest
Accumulator(R) Elite/SM/ account
contracts only)

See "Transferring The fourth bullet is deleted
your account value" in its entirety.
in "Transferring your
money among
investment options"
-------------------------------------------------------------------------------
April 2002-August 2003 Annuitant issue age Ages 86-90. For contracts
(for Accumulator(R) with an annuitant who was age
contracts only) 86-90 at issue, the following
apply: (1) standard death
benefit only was available,
and (2) no withdrawal charge
applies.
-------------------------------------------------------------------------------

IX-1

APPENDIX IX: CONTRACT VARIATIONS

GPB 1 known as Principal
assurance

GPB 1 is available with both
systematic and substantially
equal withdrawals

GPB 1 is available with
guaranteed minimum income
benefit

Spousal protection Unavailable -- accordingly,
all references in this
Prospectus to "Spousal
protection" are deleted in
their entirety.

Maximum contributions The maximum contributions
permitted under all
Accumulator series contracts
with the same owner or
annuitant is $1,500,000.

Guaranteed minimum 84 for Accumulator(R)
death benefit maximum contracts (not including
issue age Flexible premium IRA,
Inherited IRA and QP
contracts); 80 for
Accumulator(R) Plus/SM/
contracts (not including QP
contracts); 84 for
Accumulator(R) Elite/SM/
contracts (not including QP
or Inherited IRA contacts);
84 for Accumulator(R)
Select/SM/ contracts
-------------------------------------------------------------------------------
April 2002-September Protection Plus The maximum issue age for
2003, this benefit was 79.
continued

For issue ages 71-79, the
applicable death benefit will
be multiplied by 25%.

In calculating the death
benefit, contributions are
decreased for withdrawals on
a pro rata basis.

Charges we deduct from your variable Mortality and expense risks Administrative 0.75%
investment options expressed as an annual Distribution 0.25%
percentage of daily net assets and Total Separate account annual expenses 0.20%
Administrative charge (for Accumulator(R) 1.20%
contracts only)

Charges we deduct from your variable Mortality and expense risks Administrative 0.90%
investment options expressed as an annual Distribution 0.25%
percentage of daily net assets and Total Separate account annual expenses 0.25%
Administrative charge (for Accumulator(R) 1.40%
Accumulator(R) Plus/SM/, and Accumulator(R)
Elite/SM/ contracts only)

Charges we deduct from your variable Mortality and expense risks Administrative 1.10%
investment options expressed as an annual Distribution 0.25%
percentage of daily net assets and Total Separate account annual expenses 0.25%
Administrative charge (for Accumulator(R) 1.60%
Elite/SM/ contracts only)

Guaranteed option charges If the contract is surrendered or annuitized or the death benefit
is paid on a date other than the contract date anniversary, we
will not deduct a pro rata portion of the charge for any
applicable guaranteed benefit.

Withdrawals treated as surrenders We will not treat a withdrawal that results in a cash value of
less than $500 as a request for a surrender. We will not
terminate your contract if you do not make contributions for
three contract years.
---------------------------------------------------------------------------------------------------------------------

IX-2

APPENDIX IX: CONTRACT VARIATIONS

--------------------------------------------------------------------------------------------------------------------
APPROXIMATE TIME PERIOD FEATURE/BENEFIT VARIATION
--------------------------------------------------------------------------------------------------------------------

Guaranteed minimum income benefit Subject to state availability, this
option option guarantees you a minimum amount
of fixed income under your choice of a
life annuity fixed payout option or an
Income Manager(R) level payment life
with a period certain payout option.

Known as the Living Benefit.
Credits (for Accumulator(R) Plus/SM/ contracts FIRST YEAR TOTAL CREDIT
only) CONTRIBUTIONS PERCENTAGE APPLIED
BREAKPOINTS TO CONTRIBUTIONS
-----------------------------------------
Less than $250,000 4%
-----------------------------------------
$250,000-$999,999.99 5%
-----------------------------------------
$1 million or more 6%

Partial withdrawals For Accumulator(R) and Accumulator(R)
Plus/SM/ contracts, your free
withdrawal amount is 15%. For
Accumulator(R) Elite/SM/ contracts,
partial withdrawals will be subject to
a withdrawal charge if they exceed the
15% free withdrawal amount.

Systematic withdrawals Your systematic withdrawal may not
exceed 1.20% (monthly), 3.60%
(quarterly) or 15% (annually) of
account value.

Guaranteed optional benefits In calculating any guaranteed optional
(for Accumulator(R) Plus/SM/ benefit base, any applicable credit is
contracts only) included.

How withdrawals (and transfers If you take a withdrawal(s) up to 6% of
out of the Special 10 year your benefit base during a contract
fixed maturity option) affect year, your benefit base will be reduced
your Guaranteed minimum income on a dollar-for-dollar basis on the
benefit, Guaranteed minimum Guaranteed minimum income benefit and
death benefit and Guaranteed the Guaranteed minimum death benefit
principal benefit option 2 (including the Greater of 6% Roll-Up to
age 85 and the Annual Ratchet to age 85
enhanced death benefit). Once a
withdrawal is taken that causes the sum
of withdrawals in a contract year to
exceed 6% of your benefit base, each
guaranteed benefit base will then be
reduced pro rata.
--------------------------------------------------------------------------------------------------------------------

April 2002-March 2004 Protection Plus/SM/ benefit For the State of Minnesota only:
Unavailable -- accordingly, all
references in this Prospectus to
"Protection Plus/SM/" are deleted in
their entirety.
--------------------------------------------------------------------------------------------------------------------
April 2002-July 2004 Principal Protector/SM/ benefit Unavailable -- accordingly, all
references in this Prospectus to
"Principal Protector" are deleted in
their entirety.
--------------------------------------------------------------------------------------------------------------------
April 2002-December 2004 Termination of guaranteed Your guaranteed benefits will not
benefits automatically terminate if you change
ownership of your NQ contract.

Ownership Transfer of NQ If you transfer ownership of your NQ
contract, your guaranteed benefit
options will not be automatically
terminated.
--------------------------------------------------------------------------------------------------------------------
April 2002-January 2005 No lapse guarantee Unavailable.
--------------------------------------------------------------------------------------------------------------------
April 2002-October 2005 Roll-Up benefit base reset Unavailable.
--------------------------------------------------------------------------------------------------------------------
April 2002-March 2006 (for Accumulator(R) Recovery of credit due to death Not applicable
Plus/SM/ contracts only) within one year of contribution

Net crediting Not applicable
--------------------------------------------------------------------------------------------------------------------

IX-3

APPENDIX IX: CONTRACT VARIATIONS

-------------------------------------------------------------------------------------------------------------------------
APPROXIMATE TIME PERIOD FEATURE/BENEFIT VARIATION
-------------------------------------------------------------------------------------------------------------------------

February 2003-September 2003 Annual The fee for this benefit was 0.30%
Ratchet
to age 85

6% The fee for this benefit was 0.45%
Roll-Up
to age 85

The fee for this benefit is 0.60%
Guaranteed
minimum
income
benefit
-------------------------------------------------------------------------------------------------------------------------
September 2003-January 2004 For
Accumulator(R),
Accumulator(R)
Elite/SM/,
and
Accumulator(R)
Select/SM/
contracts
only,
guaranteed
minimum
income
benefit
and, for
the
Accumulator(R)
series
contracts,
greater
of the 6%
Roll-Up
to age 85
or the
Annual
Ratchet
to age 85
enhanced
death
benefit:

Benefit The effective annual interest credited to the applicable
base benefit base is 5%./(1) /Accordingly, all references in
crediting this Prospectus to the "6% Roll-Up benefit base" are
rate deleted in their entirety and replaced with "5% Roll-Up
benefit base."

Fee table Greater of the 5% Roll-Up to age 85 or the Annual Ratchet
to age 85 enhanced death benefit charge: 0.50%. For
Accumulator(R), Accumulator(R) Elite/SM/, and
Accumulator(R) Select/SM/ contracts only, guaranteed
minimum income benefit charge: 0.55%./(1)/

Effect of Withdrawals will reduce each of the benefit bases on a pro
withdrawals rata basis only.
on your
Greater
of the 5%
Roll-Up
to age 85
or the
Annual
Ratchet
to age 85
enhanced
death
benefit
-------------------------------------------------------------------------------------------------------------------------
September 2003-February 2004 (for the How In calculating whether your withdrawal will reduce your
Guaranteed minimum income benefit) withdrawals Roll-Up benefit base portion of your Guaranteed minimum
and January 2004-February 2005 (for the affect income benefit base on a pro rata or dollar-for-dollar
Greater of the 6% Roll-Up to age 85 or your basis, withdrawal charges will be included in the
the Annual Ratchet to age 85 enhanced Guaranteed withdrawal amount.
death benefit:) (for Accumulator(R), minimum
Accumulator(R) Plus/SM/, and Accumulator(R) income
Elite/SM/ contracts only) benefit
and
Greater
of the 6%
Roll-Up
to age 85
or the
Annual
Ratchet
to age 85
enhanced
death
benefit:
-------------------------------------------------------------------------------------------------------------------------
September 2003-February 2009 6% Unavailable -- accordingly, all references to this feature
Roll-Up are deleted in their entirety.
to age 85
enhanced
death
benefit
-------------------------------------------------------------------------------------------------------------------------
January 2004-February 2009 Greater Unavailable -- accordingly, all references to this feature
of 5% are deleted in their entirety.
Roll-Up
to age 85
or the
Annual
Ratchet
to age 85
enhanced
death
benefit
-------------------------------------------------------------------------------------------------------------------------

(1)Contract owners who elected the Guaranteed minimum income benefit and/or the
Greater of the 5% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced
death benefit had a limited opportunity to change to the new versions of
these benefits, as they are described in "Contract features and benefits"
and "Accessing your money," earlier in this Prospectus.

IX-4

APPENDIX IX: CONTRACT VARIATIONS

Appendix X: Tax-sheltered annuity contracts (TSAs)

WE NO LONGER ACCEPT CONTRIBUTIONS TO THE CONTRACTS. Please see "How you can
contribute to your contract" under "Contract features and benefits" earlier in
this Prospectus for more information.

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

GENERAL; FINAL REGULATIONS UNDER SECTION 403(B)

This Appendix reflects our current understanding of some of the special federal
income tax rules applicable to annuity contracts used to fund employer plans
under Section 403(b) of the Internal Revenue Code. We refer to these contracts
as "403(b) annuity contracts" or "Tax Sheltered Annuity" contracts ("TSAs").
The discussion in this Appendix generally assumes that a TSA has 403(b)
contract status or qualifies as a 403(b) contract. In 2007, the IRS and the
Treasury Department published final Treasury Regulations under Section 403(b)
of the Code ("2007 Regulations"). As a result, there are significant revisions
to the establishment and operation of plans and arrangements under
Section 403(b) of the Code, and the contracts issued to fund such plans. The
2007 Regulations raise a number of questions as to the effect of the 2007
Regulations on TSAs issued prior to the effective date of the 2007 Regulations.
The IRS has issued guidance intended to clarify some of these questions, and
may issue further guidance in future years. Due to the Internal Revenue Service
and Treasury regulatory changes in 2007 which became fully effective on
January 1, 2009, contracts issued prior to September 25, 2007 which qualified
as 403(b) contracts under the rules at the time of issue may lose their status
as 403(b) contracts or have the availability of transactions under the contract
restricted as of January 1, 2009 unless the individual's employer or the
individual take certain actions. Please consult your tax adviser regarding the
effect of these rules (which may vary depending on the owner's employment
status, plan participation status, and when and how the contract was acquired)
on your personal situation.

CONTRIBUTIONS TO THE ACCUMULATOR(R) SERIES TSA CONTRACTS

We no longer accept contributions to TSA contracts. Contributions to an
Accumulator(R) Series TSA contracts had been extremely limited. AXA Equitable
had permitted Contributions to be made to an Accumulator(R) Series TSA contract
only where AXA Equitable is an "approved vendor" under an employer's 403(b)
plan. That is, some or all of the participants in the employer's 403(b) plan
are currently contributing to a non-Accumulator AXA Equitable 403(b) annuity
contract. AXA Equitable and the employer must have agreed to share information
with respect to the Accumulator(R) Series TSA contract and other funding
vehicles under the plan.

DISTRIBUTIONS FROM TSAS

WITHDRAWAL RESTRICTIONS. AXA Equitable treats all amounts under an
Accumulator(R) Series Rollover TSA contract as not eligible for withdrawal
until:

.. the owner is severed from employment with the employer who provided the
funds used to purchase the TSA contract;

.. the owner dies; or

.. the plan under which the Accumulator(R) Series TSA contract is purchased is
terminated.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSA contracts are generally
not subject to federal income tax until benefits are distributed. Distributions
include withdrawals from your TSA contract and annuity payments from your TSA
contract. Death benefits paid to a beneficiary are also taxable distributions.
Unless an exception applies, amounts distributed from TSA contracts are
includible in gross income as ordinary income. Distributions from TSA contracts
may be subject to 20% federal income tax withholding described under "Federal
and state income tax withholding and information reporting" in the "Tax
information" section of the Prospectus. In addition, TSA contract distributions
may be subject to additional tax penalties.

X-1

APPENDIX X: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

ANNUITY PAYMENTS. If you elect an annuity payout option, you will recover any
investment in the TSA contract as each payment is received by dividing the
investment in the TSA contract by an expected return determined under an IRS
table prescribed for qualified annuities. The amount of each payment not
excluded from income under this exclusion ratio is fully taxable. The full
amount of the payments received after your investment in the TSA contract is
recovered is fully taxable. If you (and your beneficiary under a joint and
survivor annuity) die before recovering the full investment in the TSA
contract, a deduction is allowed on your (or your beneficiary's) final tax
return.

EFFECT OF 2007 REGULATIONS ON LOANS FROM TSAS

If loans are available:

.. The amount of a loan to a participant, when combined with all other loans
to the participant from all qualified plans of the employer, cannot exceed
the lesser of:

(1)the greater of $10,000 or 50% of the participant's nonforfeitable accrued
benefits; and

(2)$50,000 reduced by the excess (if any) of the highest outstanding loan
balance over the previous 12 months over the outstanding loan balance of
plan loans on the date the loan was made.

The amount borrowed and not repaid may be treated as a distribution if:

.. the loan does not qualify under the conditions above;

.. the participant fails to repay the interest or principal when due; or

.. in some instances, the participant separates from service with the employer
who provided the funds or the plan is terminated.

In this case, the participant may have to include the unpaid amount due as
ordinary income. In addition, the 10% early distribution penalty tax may apply.
The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as
a distribution. For purposes of calculating any subsequent loans which may be
made under any plan of the same employer, a defaulted loan which has not been
fully repaid is treated as still outstanding, even after the default is
reported to the IRS on Form 1099-R. The amount treated as still outstanding
(which limits subsequent loans) includes interest accruing on the unpaid
balance.

X-2

APPENDIX X: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

Direct transfers from one 403(b) annuity contract to another (whether under a
plan-to-plan transfer, or contract exchange under the same 403(b) plan) are not
distributions.

REQUIRED MINIMUM DISTRIBUTIONS

The required minimum distribution rules applicable to 403(b) annuity contracts
are generally the same as those applicable to traditional IRAs described in the
"Tax information" section of the Prospectus with these differences:

WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION.

The minimum distribution rules force 403(b) plan participants to start
calculating and taking annual distributions from their 403(b) annuity contracts
by a required date. Generally, you must take the first required minimum
distribution for the calendar year in which you turn age 70 1/2. You may be
able to delay the start of required minimum distributions for all or part of
your account balance until after age 70 1/2, as follows:

SPOUSAL CONSENT RULES

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA contract before you reach age 59 1/2. This is in
addition to any income tax. There are exceptions to the extra penalty tax. Some
of the available exceptions to the pre-age 59 1/2 penalty tax include
distributions made:

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. to pay for certain extraordinary medical expenses (special federal income
tax definition); or

.. in any form of payout after you have separated from service (only if the
separation occurs during or after the calendar year you reach age 55); or

X-3

APPENDIX X: TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

Appendix XI: Rules regarding contributions to your contract

With limited exceptions, we no longer accept contributions to the contracts. We
currently continue to accept contributions to: (i) QP contracts; and (ii) all
contracts issued in the state of Maryland. Information regarding contributions
in this section is for the benefit of contract owners currently eligible to
continue making contributions to the contracts.

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

ISSUE AGES . 0-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. 0-80 (ACCUMULATOR(R) PLUS/SM/)
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $500
CONTRIBUTION AMOUNT
. $100 monthly and $300 quarterly under our automatic investment program (additional)
-------------------------------------------------------------------------------------------------------------------------
SOURCE OF . After-tax money.
CONTRIBUTIONS
. Paid to us by check or transfer of contract value in a tax-deferred exchange under Section 1035
of the Internal Revenue Code.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . For annuitants up to age 83 at contract issue, no additional contributions may be made after
CONTRIBUTIONS/(1)/ attainment of age 84 or, if later, the first contract date anniversary. For annuitants age 84
or later at contract issue, additional contributions may be made up to one year from contract
issue. (Accumulator(R))

. No additional contributions after attainment of age 87. (Accumulator(R) Elite/SM/)

. No additional contributions may be made after attainment of age 86, or if later, the first
contract date anniversary. (Accumulator(R) Select/SM/)

. 20-80 (ACCUMULATOR(R) PLUS/SM/ )
-------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
-------------------------------------------------------------------------------------------------------------------------
SOURCE OF . Eligible rollover distributions from 403(b) plans, qualified plans, and governmental employer
CONTRIBUTIONS 457(b) plans.

. Rollovers from another traditional individual retirement arrangement.

. Direct custodian-to-custodian transfers from another traditional individual retirement
arrangement.

. Regular IRA contributions.

. Additional catch-up contributions.
-------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . For annuitants up to age 83 at contract issue, no additional contributions may be made after
CONTRIBUTIONS/(1)/ attainment of age 84 or, if later, the first contract date anniversary. For annuitants age 84
or later at contract issue, additional contributions may be made up to one year from contract
issue. (Accumulator(R))

. No additional contributions after attainment of age 87. (Accumulator(R) Elite/SM/)

. No additional contributions may be made after attainment of age 86, or, if later, the first
contract date anniversary. (Accumulator(R) Select/SM/)

. No additional contributions after attainment of age 81 or, if later, the first contract date
anniversary. (Accumulator(R) Plus/SM/)

. Contributions made after age 70 1/2 must be net of required minimum distributions.

. Although we accept regular IRA contributions (limited to $5,500) under Rollover IRA contracts,
we intend that the contract be used primarily for rollover and direct transfer contributions.

(1)Additional contributions may not be permitted under certain conditions in
your state. Please see Appendix VIII earlier in this Prospectus to see if
additional contributions are permitted in your state. If you are
participating in a Principal guarantee benefit, contributions will only be
permitted for the first six months after the contract is issued and no
further contributions will be permitted for the life of the contract. For
the Guaranteed withdrawal benefit for life option, additional contributions
are not permitted after the later of: (i) the end of the first contract
year, and (ii) the date you make your first withdrawal. In addition to the
limitations described here, we also reserve the right to refuse to accept
any contribution under the contract at any time.

XI-1

APPENDIX XI: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

ISSUE AGES . 20-85 (ACCUMULATOR(R), ACCUMULATOR(R) ELITE/SM/ & ACCUMULATOR(R) SELECT/SM/)

. 20-80 (ACCUMULATOR(R) PLUS/SM/)
------------------------------------------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL . $50
CONTRIBUTION AMOUNT
------------------------------------------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS . Rollovers from another Roth IRA.

. Rollovers from a "designated Roth contribution account" under specified retirement plans.

. Conversion rollovers from a traditional IRA or other eligible retirement plan.

. Direct transfers from another Roth IRA.

. Regular Roth IRA contributions.

. Additional catch-up contributions.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . For annuitants up to age 83 at contract issue, no additional contributions may be made after
CONTRIBUTIONS/(1)/ attainment of age 84 or, if later, the first contract date anniversary. For annuitants age 84
or later at contract issue, additional contributions may be made up to one year from contract
issue. (Accumulator(R))

. No additional contributions after attainment of age 87. (Accumulator(R) Elite/S)M/)

. No additional contributions may be made after attainment of age 86, or, if later, the first
contract date anniversary. (Accumulator(R) Select/SM/)

. No additional contributions may be made after attainment of age 81 or, if later, the first
contract date anniversary. (Accumulator(R) Plus/SM/)

. Conversion rollovers after age 70 1/2 must be net of required minimum distributions for the
traditional IRA or other eligible retirement plan that is the source of the conversion rollover.

. Although we accept Roth IRA contributions (limited to $5,500) under Roth IRA contracts, we
intend that the contract be used primarily for rollover and direct transfer contributions.

. Non-spousal beneficiary direct rollover contributions may be made to an Inherited IRA contract
under specified cir- cumstances from these "Applicable Plans": qualified plans, 403(b) plans
and governmental employer 457(b) plans.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . Any additional contributions must be from the same type of IRA of the same deceased owner.
CONTRIBUTIONS/(1)/
------------------------------------------------------------------------------------------------------------------------------
CONTRACT TYPE QP
------------------------------------------------------------------------------------------------------------------------------
ISSUE AGES . 20-75 (ACCUMULATOR(R) & ACCUMULATOR(R) ELITE/SM/)

. The plan must be qualified under Section 401(a) of the Internal Revenue Code.

. Only one additional transfer contribution may be made during a contract year.

. No additional transfer contributions after the annuitant's attainment of age 76 (age 71 under
Accumulator(R) Plus/SM/ contracts) or if later, the first contract date anniversary.

. Contributions after age 70 1/2 must be net of any required minimum distributions.

XI-2

APPENDIX XI: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

. Additional catch-up contributions.

. Eligible rollover distributions from 403(b) plans, qualified plans, and governmental employer
457(b) plans.

. Rollovers from another traditional individual retirement arrangement.

. Although we accept rollover and direct transfer contributions under the Flexible Premium IRA
contract, we intend that the contract be used for ongoing regular contributions.

. No additional contributions may be made after attainment of age 86.

. Additional contributions after age 70 1/2 must be net of required minimum distributions.

. Additional catch-up contributions.

. Rollovers from another Roth IRA.

. Rollovers from a ''designated Roth contribution account'' under specified retirement plans.

. Conversion rollovers from a traditional IRA or other eligible retirement plan.

. Direct transfers from another Roth IRA.
------------------------------------------------------------------------------------------------------------------------------
LIMITATIONS ON . For annuitants up to age 83 at contract issue, no additional contributions may be made after
CONTRIBUTIONS/(1)/ attainment of age 84, or, if later, the first contract date anniversary.

. For annuitants age 84 and older at contract issue, additional contributions may be made up to
one year from contract issue.

. Contributions are subject to income limits and other tax rules.

. Regular Roth IRA contributions may not exceed $5,500.

. Additional catch-up contributions of up to $1,000 per calendar year where the owner is at least
age 50 at any time during the calendar year for which the contribution is made.

XI-3

APPENDIX XI: RULES REGARDING CONTRIBUTIONS TO YOUR CONTRACT

Statement of additional information

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

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

Condensed Financial Information Appendix I

HOW TO OBTAIN AN ACCUMULATOR(R) PLUS/SM/ STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NO. 49

Send this request form to:
Retirement Service Solutions
P.O. Box 1547
Secaucus, NJ 07096-1547

----------------------------------------------------------------------------------
Please send me an Accumulator(R) Plus/SM/ SAI for SEPARATE ACCOUNT NO.
49 dated May 1, 2013.
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address

----------------------------------------------------------------------------------
City State Zip

Accumulator '02/'04,'06/'06.5, '07/'07.5, 8.0/8.2/8.3, 9.0 All
#416997

Income Manager(R)

Payout annuity contracts

PROSPECTUS DATED MAY 1, 2013

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.

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WHAT IS INCOME MANAGER(R)?

Income Manager(R) contracts are payout annuity contracts issued by AXA
EQUITABLE LIFE INSURANCE COMPANY. They are designed to provide retirement
income. We offer two versions of the Income Manager(R) payout annuity contract
from which you may choose to receive your retirement income. You may choose to
receive income payable for a specified period ("period certain"). Or, you may
choose to receive lifetime income payable for at least a specified period
("life annuity with a period certain"). Under the life annuity with a period
certain contract, you may choose whether payments are made on a single life or
a joint and survivor life basis. In certain circumstances, the forms of annuity
available under your Income Manager(R) contract may be limited.

This Prospectus is a disclosure document and describes all of the contract's
material features, benefits, rights and obligations, as well as other
information. 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. All optional features and benefits described
in this Prospectus may not be available at the time you purchase the contract.
We have the right to restrict availability of any optional feature or benefit.
We can refuse to accept any application or contribution from you at any time,
including after you purchase the contract.

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

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

.. A traditional individual retirement annuity ("IRA").

.. A GMIB Income Manager(R) payout annuity issued upon exercise of the
guaranteed minimum income benefit under an Accumulator(R) series contract
("GMIB Income Manager(R) contract"). A GMIB Income Manager(R) contract can
be used as an NQ and a traditional IRA, as well as a Roth IRA contract
("Roth IRA").

Generally, a contribution of at least $10,000 is required to purchase a
contract.

FIXED MATURITY OPTIONS. We allocate your contributions to a series of fixed
maturity options to provide your income payments during the period certain.
Amounts allocated to each fixed maturity option will receive a fixed rate of
interest during the period certain. Interest is earned at a guaranteed rate we
set ("rate to maturity"). We make a market value adjustment (up or down) if you
make a withdrawal from a fixed maturity option before its maturity date.

Registration statements relating to this offering have been filed with the
Securities and Exchange Commission ("SEC"). This prospectus can be obtained
from the SEC's website at www.sec.gov.

#416981

Contents of this Prospectus

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Index of key words and phrases 4
Who is AXA Equitable? 5
How to reach us 6
Income Manager(R) at a glance -- key features 7

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1. CONTRACT FEATURES AND BENEFITS
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How you can purchase and contribute to your contract 10
Source of contributions (not applicable to GMIB Income
Manager(R) contract) 10
Owner and annuitant requirements 10
What are your investments under the contract? 10
What are your contract choices? 11
Life annuity with a period certain contract 11
Period certain contract (not available if you are purchasing a
GMIB Income Manager(R) contract) 16

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2. OTHER BENEFITS AND FEATURES OF THE CONTRACTS
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How you can make your contributions 18
Your right to cancel within a certain number of days 18
Surrendering your contract to receive its cash value 18
When to expect payments 19

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3. CHARGES
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Withdrawal charges 20
Amounts applied from other contracts issued by AXA Equitable 20
Charges for state premium and other applicable taxes 20
Group or sponsored arrangements 20
Other distribution arrangements 21

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4. PAYMENT OF DEATH BENEFIT
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Your beneficiary 22
Your annuity payout options (not including GMIB Income
Manager(R) contracts) 22

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"We," "our," and "us" refer to AXA Equitable. "Financial professional" means
the registered representative who is offering you the contract.
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.

CONTENTS OF THIS PROSPECTUS

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5. TAX INFORMATION
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Overview 23
Taxation of nonqualified annuities 23
Special rules for NQ contracts issued in Puerto Rico 25
Individual retirement arrangements ("IRAs") 25
Traditional individual retirement annuities ("traditional IRAs") 25
Federal and state income tax withholding and information
reporting 30

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6. MORE INFORMATION
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About our fixed maturity options 31
About the separate account for the fixed maturity options 31
About our general account 31
Other methods of payment 32
About payments under period certain contracts 32
Dates and prices at which contract events occur 32
Statutory compliance 32
About legal proceedings 32
Transfers of ownership, collateral assignments, loans, and
borrowing 32
Distribution of the contracts 33

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7. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 36
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APPENDIX
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I -- Market value adjustment example I-1

CONTENTS OF THIS PROSPECTUS

Index of key words and phrases

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This index should help you locate more information on the terms used in this
prospectus.

PAGE

account value 14
annuitant 10
beneficiary 22
business day 18
cash value 18
contract date 8
contract date anniversary 8
contract year 8
contribution 10
deferral period 13
fixed maturity amount 10
fixed maturity options 1
IRA 1
IRS 23
joint and survivor 11
joint owners 10

PAGE

life annuity with a period certain 11
life contingent annuity 12
market adjusted amount 11
market value adjustment 11
maturity value 11
off maturity date 11
NQ 1
payout options 22
period certain 11
Processing Office 6
rate to maturity 10
Roth IRA 1
SEC 1
separate account 31
single life 11
traditional IRA 1

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 use different words, they have the same meaning in the prospectus as in the
contract or supplemental materials. Your financial professional can provide
further explanation about your contract.

fixed maturity options Guarantee Periods (Guaranteed
Interest Rate Options ("GIRO's") in
supplemental materials)

off maturity date payments Modal Payment Portion

market adjusted amount annuity account value

maturity date Expiration Date

rate to maturity Guaranteed Rate
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INDEX OF KEY WORDS AND PHRASES

Who is AXA Equitable?

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WHO IS AXA EQUITABLE?

HOW TO REACH US

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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
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FOR CORRESPONDENCE WITHOUT CHECKS:

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR 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 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 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.
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CUSTOMER SERVICE REPRESENTATIVES:

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 the following business days:

.. Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

.. Friday from 8:30 a.m. until 5:30 p.m., Eastern time.
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REPORTS WE PROVIDE:

.. Statement of your contract values at the close of each calendar year and
any calendar quarter in which there was a financial transaction; and

.. Written confirmation of financial transactions.

You should send all contributions, required notices, and requests to exercise
any of your rights or privileges to our Processing Office at the address above.

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

(1)address changes;

(2)beneficiary changes;

(3)withdrawal requests; and

(4)contract surrender.

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SIGNATURES:

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

WHO IS AXA EQUITABLE?

Income Manager(R) at a glance -- key features

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INCOME MANAGER(R)
(LIFE ANNUITY WITH INCOME MANAGER(R) GMIB INCOME
A PERIOD CERTAIN) (PERIOD CERTAIN) MANAGER(R) CONTRACT
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INCOME PAYMENTS NQ -- Level or increasing NQ and IRA -- Level payments NQ and IRA (traditional and
payments. only. Roth) -- Level payments only.
IRA -- Level payments only.
. Certain NQ and IRA
contracts may be eligible
for increasing payments.
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PERIOD CERTAIN You will receive payments for periods ranging from 7 to 15 . Generally, you will
years depending on the age of the annuitant. receive at least 10 years
of payments. Depending on
the annuitant's age at
GMIB exercise and the
issue date and type of
your Accumulator(R)
contract, the period may
be longer or shorter.
. The period certain is
specified in your
Accumulator(R) contract
and cannot be changed.
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FORM OF PAYMENT Single life or joint and Single life only. Single life or joint and
AVAILABLE survivor. survivor.
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PAYMENTS AFTER THE Payments continue while the None Payments continue while the
END OF THE PERIOD annuitant or joint annuitant annuitant or joint annuitant
CERTAIN is living. is living.
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CONTRIBUTION The annuity account value
AMOUNTS: . $10,000 . $10,000 applied from your
INITIAL MINIMUM: . $1,000 (subject to . Not permitted Accumulator(R) series
ADDITIONAL restrictions) Maximum contribution contract upon GMIB exercise.
MINIMUM: Maximum contribution limitations apply to all Additional contributions are
limitations apply to all contracts. not permitted.
contracts.
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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. For more information, please see "How you can purchase and contribute to
your contract" in "Contract features and benefits" later in this Prospectus.
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FIXED MATURITY . Up to 15 fixed maturity options with maturities generally ranging from approximately
OPTIONS 1 to 15 years.
. Each fixed maturity option offers a guarantee of principal and interest rate if you
hold it to maturity.
. Principal guarantees.
-- If you make withdrawals from a fixed maturity option before maturity, there will be
a market value adjustment due to differences in interest rates. If you withdraw only a
portion of a fixed maturity amount, this may increase or decrease any value you have
left in that fixed maturity option. If you surrender your contract, a market value
adjustment may also apply.
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TAXES Generally, earnings will be taxed at your ordinary income tax rate when distributions are
made from your contract.
. NQ -- A portion of each payment is generally not considered taxable income until you
have received a tax-free recovery of your investment in the contract.
. IRA -- Generally, all amounts distributed from a traditional IRA are taxable. Amounts
distributed from a Roth IRA are generally taxable on an income-last basis and may be
eligible for tax-free treatment under certain circumstances.
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The contract is intended to be a payout annuity. However, there may be some instances
where you can delay beginning payments, so IRS rules governing deferred annuity payments
could apply.
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INCOME MANAGER(R) AT A GLANCE -- KEY FEATURES

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INCOME MANAGER(R)
(LIFE ANNUITY WITH INCOME MANAGER(R) GMIB INCOME
A PERIOD CERTAIN) (PERIOD CERTAIN) MANAGER(R) CONTRACT

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DEATH BENEFIT A death benefit is provided if A death benefit is provided if A death benefit is provided if
the annuitant dies before the the annuitant dies before the end the annuitant dies or if a single
first payment is made or if a of the period certain. sum is elected within one year
single sum is elected within one following the annuitant's death.
year following the annuitant's There is no death benefit if the
death. There is no death benefit annuitant dies after the certain
if the annuitant dies after the period.
certain period.
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ACCESS TO YOUR . Withdrawals (no withdrawals . Withdrawals (no withdrawals . Withdrawals (no withdrawals
MONEY DURING THE permitted during the first permitted during the first permitted during the first
PERIOD CERTAIN contract year). contract year). contract year).
. Contract surrender. . Contract surrender. . Contract surrender.

You may also incur income tax and You may also incur income tax and You may also incur income tax and
a penalty tax. a penalty tax. a penalty tax.

You cannot take a withdrawal A market value adjustment may You cannot take a withdrawal
from, or surrender, your life apply. from, or surrender your life
contingent annuity. Withdrawals contingent annuity. Withdrawals
are subject to market value are subject to market value
adjustment and may reduce your adjustment and may reduce your
remaining payments and shorten remaining payments and shorten
any remaining certain period. The any remaining certain period. The
payment start date under the life payment start date under the life
contingent annuity will be contingent annuity will be
earlier. earlier.
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CHARGES . We deduct a charge designed . We deduct a charge designed . We deduct a charge designed
to approximate certain taxes to approximate certain taxes to approximate certain taxes
that may be imposed upon us, that may be imposed upon us, that may be imposed upon us,
such as premium taxes in your such as premium taxes in your such as premium taxes in your
state. We deduct this charge state. We deduct this charge state. We deduct this charge
from your contributions. from your contributions. only to the extent that the
. During the first seven . During the first seven annual income provided by the
contract years following a contract years, a charge will contract after the deduction
contribution, a charge will be deducted from amounts that is at least equal to the
be deducted from amounts that you withdraw. The charge income that would be provided
you withdraw that exceed 10% begins at 7% in the first by the application of your
of your account value. We use contract year. It declines Accumulator(R) Benefit Base
the account value at the each year to 1% in the to guaranteed GMIB annuity
beginning of each contract seventh contract year. There purchase factors.
year to calculate the 10% is no withdrawal charge in . There is no charge on amounts
amount available. The charge the eighth and later contract you withdraw.
begins at 7% in the first years.
contract year following a . There is no free withdrawal
contribution. It declines amount.
each year to 1% in the
seventh contract year. There
is no withdrawal charge in
the eighth and later contract
years following a
contribution.
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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."
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INCOME MANAGER(R) AT A GLANCE -- KEY FEATURES

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INCOME MANAGER(R)
(LIFE ANNUITY WITH INCOME MANAGER(R) GMIB INCOME
A PERIOD CERTAIN) (PERIOD CERTAIN) MANAGER(R) CONTRACT
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ANNUITANT ISSUE AGES NQ and IRA level payments: 45 - 83 59 1/2 - 78 For contracts
NQ increasing payments: 53 1/2 - 83 purchased in
Different ages may apply connection with the
depending on when annuity proceeds of an
payments start. Accumulator(R)
series contract
that was issued:*
pre-May 1997: 60-83
May 1997-pre-May
1999: 35-90
May 1999-March
2000: 35-83
March 2000 and
later: 35-85
* Actual available
issue ages vary
depending on your
Accumulator(R)
series contract and
the annuitant's age
at the time of its
issue.
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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.
Your contract and any endorsements, riders and data pages are the entire
contract between you and AXA Equitable and governs with respect to all
features, benefits, rights and obligations, as well as other information. The
contract should be read carefully before investing. Please feel free to speak
with your financial professional, or call us, if you have any questions. If for
any reason you are not satisfied with your contract, you may return it to us
for a refund within a certain number of days. Please see "Your right to cancel
within a certain number of days" later in this Prospectus for additional
information.

INCOME MANAGER(R) AT A GLANCE -- KEY FEATURES

1. Contract features and benefits

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HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

.. For GMIB Income Manager(R) contracts, you can only purchase a contract by
exercising your GMIB benefit in accordance with your Accumulator(R) series
contract, even if the Accumulator(R) account value is less than $10,000; no
additional contributions are permitted.

.. For all other contracts, you may purchase your contract by making payments
to us we call "contributions." We can refuse to accept any application or
contribution from you at any time, including after you purchase the
contract. We require a contribution of at least $10,000 for you to purchase
a contract. Under life annuity with a period certain contracts, you may
currently make additional contributions subject to the limitations as
described under "Additional contributions" later in this Prospectus.

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WE RESERVE THE RIGHT TO CHANGE OUR CURRENT LIMITATIONS ON YOUR CONTRIBUTIONS
AND TO DISCONTINUE ACCEPTANCE OF CONTRIBUTIONS.
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SOURCE OF CONTRIBUTIONS (NOT APPLICABLE TO GMIB INCOME MANAGER(R) CONTRACT)

NQ CONTRACTS. We will accept only contributions made with after-tax money. You
may make your contributions by check or by transfer of your entire contract
value in an intended tax-free exchange under Section 1035 of the Internal
Revenue Code.

TRADITIONAL IRA CONTRACTS. Contributions may be made from:

.. Eligible rollover distributions from 403(b) plans, qualified plans, and
governmental employer 457(b) or "EDC" plans.

.. Rollovers from another traditional individual retirement arrangement.

.. Direct custodian-to-custodian transfers from another traditional individual
retirement arrangement.

See "Tax information" later in this Prospectus for a more detailed discussion
of sources of contributions and contribution limitations. Please review your
contract for information on contribution limitations. We currently do not
accept any contribution if: (i) the aggregate contributions under one or more
Income Manager(R) series contracts with the same owner or annuitant would then
total more than $1,500,000 ($500,000 for the same owner or annuitant who is age
81 and older at contract issue); or (ii) the aggregate contributions under all
AXA Equitable annuity payout 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 that we determine, including elected
benefits, issue age, aggregate contributions, variable investment option
allocations and selling broker-dealer compensation.

For information on when contributions are credited see "Dates and prices at
which contract events occur" later in this Prospectus.

OWNER AND ANNUITANT REQUIREMENTS

NQ CONTRACTS. The annuitant can be different from the contract owner. A joint
owner may also be named provided each owner is of legal age. Only natural
persons can be joint owners. This means that an entity such as a corporation or
a trust cannot be a joint owner.

FOR INCOME MANAGER(R) CONTRACTS ONLY, WHERE PAYMENTS HAVE NOT STARTED; IF YOU
ARE NOT THE ANNUITANT AND YOU HAVE NOT NAMED A SPECIFIC SUCCESSOR OWNER, THE
BENEFICIARY WILL BECOME THE SUCCESSOR OWNER UPON YOUR DEATH.

FOR GMIB INCOME MANAGER(R) CONTRACTS ONLY, THE OWNER AND ANNUITANT MUST BE THE
SAME AS UNDER YOUR ACCUMULATOR(R) SERIES CONTRACT.
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IRA CONTRACTS. The owner and the annuitant must be the same person. Joint
owners are not permitted. Your spouse may be named as joint annuitant. In some
cases, an IRA contract may be held in a custodial individual retirement account
for the benefit of the individual annuitant.

WHAT ARE YOUR INVESTMENTS UNDER THE CONTRACT?

FIXED MATURITY OPTIONS

To provide your income payments during the period certain, we allocate your
contributions to fixed maturity options that mature in consecutive date order.
When we allocate your contributions to the fixed maturity options they become
part of a non unitized separate account. They accumulate interest at a rate to
maturity for each fixed maturity option. The total amount allocated to and
accumulated in each fixed maturity option is called the "fixed maturity amount."

The rate to maturity you will receive for each fixed maturity amount is the
interest rate in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution. If you make any
withdrawals from a fixed maturity option before the maturity date, we will make
a market value adjustment that may increase or decrease any fixed maturity
amount you have left in that fixed maturity option. We will discuss market
value adjustment below and in greater detail under "More information" later in
this Prospectus.

For applications we receive under certain types of transactions, we may offer
you the opportunity to lock in rates to maturity on contributions.

On the maturity date of each of your fixed maturity options, your fixed
maturity amount (assuming you have not made any withdrawals) will equal amounts
originally allocated to each fixed maturity option plus

CONTRACT FEATURES AND BENEFITS

interest, at the rate to maturity for that contribution, to the date of
calculation. This is the fixed maturity option's "maturity value." Before
maturity, the current value we will report for your fixed maturity amount will
reflect a market value adjustment. It will reflect the market value adjustment
that we would make if you were to withdraw all of your fixed maturity amount on
the date of the report. We call this your "market adjusted amount."

RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE. We can determine the
amount required to be allocated to each fixed maturity option in order to
produce specified maturity values. For example, we can tell you how much you
need to allocate per $100 of maturity value.

Guaranteed rates to maturity for new allocations as of February 15, 2013 and
the related price per $100 of maturity value were as follows:

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FIXED MATURITY
OPTIONS WITH
FEBRUARY 15TH RATE TO PRICE
MATURITY DATE OF MATURITY AS OF PER $100 OF
MATURITY YEAR FEBRUARY 15, 2013 MATURITY VALUE
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2014 3.00%/(1)/ $97.09
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2015 3.00%/(1)/ $94.26
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2016 3.00%/(1)/ $91.51
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2017 3.00%/(1)/ $88.84
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2018 3.00%/(1)/ $86.25
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2019 3.00%/(1)/ $83.74
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2020 3.00%/(1)/ $81.30
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2021 3.00%/(1)/ $78.93
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2022 3.00%/(1)/ $76.63
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2023 3.05% $74.04
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2024 3.05% $71.85
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2025 3.05% $69.71
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2026 3.05% $67.65
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2027 3.05% $65.65
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2028 3.05% $63.70
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(1)Since these rates to maturity are 3%, no amounts could have been allocated
to these options.

MARKET VALUE ADJUSTMENT. If you make any withdrawals (including surrender of
your contract or when we make deductions for withdrawal charges) from a fixed
maturity option before it matures we will make a market value adjustment which
will increase or decrease any fixed maturity amount you have in that fixed
maturity option. The amount of the adjustment will depend on two factors:

(a)the difference between the rate to maturity that applies to the amount being
withdrawn and the rate to maturity in effect at that time for new
allocations to that same fixed maturity option; and

(b)the length of time remaining until the maturity date.

In general, if interest rates rise from the time that we originally allocate an
amount to a fixed maturity option to the time that you take a withdrawal, the
market value adjustment will be negative. Likewise, if interest rates drop at
the end of that time, the market value adjustment will be positive. Also, the
amount of the market value adjustment, either up or down, will be greater the
longer the time remaining until the fixed maturity option's maturity date.
Therefore, it is possible that the market value adjustment could greatly reduce
your value in the fixed maturity options, particularly in the fixed maturity
options with later maturity dates.

We provide an explanation of how we calculate the market value adjustment, and
information concerning our general account under "More information" later in
this Prospectus. We provide an example of how we calculate the market value
adjustment in the Appendix at the end of this Prospectus.

SEPARATE ACCOUNT FOR THE FIXED MATURITY OPTIONS

OFF MATURITY DATE PAYMENTS. Generally, your payments will be made on
February 15th as each fixed maturity option matures. You may instead choose to
have your payments made in a month other than February. We refer to payments we
make annually in any month other than February as well as monthly or quarterly
payments, as payments made "off maturity dates." If you choose to have your
payments made off maturity dates, we will be required to begin making your
payments before the maturity date of a fixed maturity option. In planning for
these payments we will allocate a portion of your initial contribution to the
separate account, but not to the fixed maturity options contained in the
separate account. We will credit these amounts with interest at rates that will
not be less than 3%.

After that, as each fixed maturity option expires we will transfer your
maturity value from the expired fixed maturity option and hold the maturity
value in the separate account. We will credit interest to these amounts at the
same rate as the rate to maturity that was credited in the expired fixed
maturity option. These amounts will then be used to provide for payments off
maturity dates during the period certain.

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WHETHER YOU CHOOSE MONTHLY, QUARTERLY, OR ANNUAL PAYMENTS, YOUR PAYMENTS WILL
BE MADE ON THE 15TH DAY OF THE MONTH.
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We will not make a market value adjustment to the amounts held in the separate
account to provide for payments off maturity dates.

WHAT ARE YOUR CONTRACT CHOICES?

We offer two versions of the Income Manager(R) payout annuity contracts from
which you may choose to receive your retirement income , a
"life annuity with a period certain" and a "period certain" annuity. For GMIB
Income Manager(R) contracts, a period certain annuity is not available. We
discuss both versions below.

LIFE ANNUITY WITH A PERIOD CERTAIN CONTRACT

This payout annuity contract provides you with guaranteed payments during the
period certain. When the period certain ends you will continue to receive
payments for as long as an annuitant is living. Payments based solely on the
life of one annuitant are called "single life" payments. You may also elect to
receive "joint and survivor" payments that are based on the lives of an
annuitant and a joint annuitant. These payments will continue as long as one of
the annuitants is living. Payments during the period certain are designed to
pay out your entire account value by the end of the period certain.

CONTRACT FEATURES AND BENEFITS

For GMIB Income Manager(R) contracts, if the annuitant's age at issue is 90 and
there is no joint annuitant younger than age 90, a period certain is not
available. Instead, you will receive payments for the life of the annuitant,
only.

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"SINGLE LIFE" PAYMENTS ARE MADE TO YOU AS LONG AS THE ANNUITANT IS LIVING.
"JOINT AND SURVIVOR" PAYMENTS CONTINUE AS LONG AS EITHER ANNUITANT IS LIVING.
FOR IRA CONTRACTS, IF YOU ARE MARRIED, THE JOINT ANNUITANT MUST BE YOUR SPOUSE.
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For annuitant ages at which the contracts are available see the chart under
"Your period certain" below.

ADDITIONAL CONTRIBUTIONS

If your annuity payments are set to begin on February 15, 2013 or later, and
the annuitant is age 78 or younger, you may make additional contributions of at
least $1,000 at any time up until 15 days before your payments actually begin.
If the annuitant is over age 78 you can make additional contributions only
during the first contract year.

Under IRA contracts we will accept additional contributions that are "regular"
contributions, rollover contributions or direct transfers. Additional "regular"
contributions may no longer be made after the year in which annuitant is age
70 1/2. If you make a direct transfer or rollover contribution after you turn
age 70 1/2 you must have taken the required minimum distribution for the year
before the contribution is applied to the contract. See "Tax information" later
in this Prospectus.

If you are using the proceeds from another type of contract issued by us to
purchase the contract, including a GMIB Income Manager(R) contract, you will
not be permitted to make additional contributions.

HOW WE ALLOCATE YOUR CONTRIBUTIONS

We determine the allocation of your contributions based on a number of factors.
They are:

.. the amount of your contribution;

.. the form of payments;

.. the age and sex of the annuitant (and the age and sex of the joint
annuitant, if joint and survivor annuity payments are elected);

.. the frequency of payments; and

.. the period certain.

We then allocate your initial contribution among the fixed maturity options,
the separate account if we need to make payments to you off maturity dates, and
the "life contingent annuity." We will allocate your additional contributions
in the same manner. Additional contributions will increase the level of all
future payments. You may not change this allocation.

--------------------------------------------------------------------------------
THE LIFE CONTINGENT ANNUITY CONTINUES THE PAYMENTS AFTER THE PERIOD CERTAIN
ENDS.
--------------------------------------------------------------------------------

PAYMENTS

NQ CONTRACTS. If you are age 45 (35 for GMIB Income Manager(R) contracts) or
older, you may elect to receive level payments. You will receive level payments
during the period certain and under the life contingent annuity. However, if
you are younger than age 59 1/2, there are tax issues that you should consider
before you purchase a contract. If you are age 53 1/2 or older you may instead
elect to receive payments that increase. However, your payments may not start
before you are age 59 1/2. Such payments will increase by 10% every three years
during the period certain on each third anniversary of the date annuity
payments begin. Deferral of payments is not available for GMIB Income
Manager(R) contracts.

If you are using the proceeds from an Accumulator(R) series contract issued in
May 1997 or later to purchase an NQ GMIB Income Manager(R) contract, only level
payments are available.

After the end of the period certain, we will continue your payments under the
life contingent annuity while the annuitant or joint annuitant is living.
Payments continue throughout the annuitant's lifetime (or the lifetime of the
joint annuitant, if joint and survivor payments are elected) on the same
payment schedule (either monthly, quarterly, or annually) as the payments you
received during the period certain.

--------------------------------------------------------------------------------
THE PORTION OF YOUR CONTRIBUTION ALLOCATED TO THE LIFE CONTINGENT ANNUITY DOES
NOT HAVE A CASH VALUE OR AN ACCOUNT VALUE AND, THEREFORE, DOES NOT PROVIDE FOR
WITHDRAWALS OR SURRENDER.
--------------------------------------------------------------------------------

THERE IS NO DEATH BENEFIT PROVIDED UNDER THE LIFE CONTINGENT ANNUITY AND
PAYMENTS ARE MADE TO YOU ONLY IF THE ANNUITANT (OR JOINT ANNUITANT) IS LIVING
WHEN THE PAYMENTS ARE SCHEDULED TO BEGIN. THESE PAYMENTS ARE ONLY MADE DURING
THE ANNUITANT'S LIFETIME AND, IF APPLICABLE, THE LIFETIME OF A JOINT ANNUITANT.
THEREFORE, YOU SHOULD CONSIDER THE POSSIBILITY THAT NO PAYMENTS WILL BE MADE TO
YOU UNDER THE LIFE CONTINGENT ANNUITY IF THE ANNUITANT (OR JOINT ANNUITANT)
DOES NOT SURVIVE TO THE DATE PAYMENTS ARE TO BEGIN.

You may elect single life or joint and survivor payments. Joint and survivor
payments are available on a 100%, one-half or two-thirds to survivor basis. If
you elect increasing payments under NQ contracts, your first payment under the
life contingent annuity will be 10% greater than the final payment under the
period certain. After the period certain we will increase your payments
annually on each anniversary of the payment start date under the life
contingent annuity. We will base this increase on the annual increase in the
Consumer Price Index, but it will never be greater than 3% per year.

IRA AND ROTH IRA GMIB CONTRACTS. Generally, only level payments are available
under IRA contracts. You will receive level payments during the period certain
and under the life contingent annuity. If you are using the proceeds from an
Accumulator(R) series contract issued prior to May 1997 to purchase a GMIB
Income Manager(R) contract (traditional or Roth IRA), both increasing and level
payments are currently available, however, increasing payments may not comply
with current treasury regulations. See "Required minimum distributions" under
"Individual retirement arrangements" in "Tax information." Please consult your
tax adviser. If you elect increasing payments, during the period certain,
payments are designed to increase by 10% every three years on each third
anniversary of the payment start date. After the end of the period certain,
your first payment under the life contingent annuity will be 10% greater than
the final payment made under the period certain. Thereafter, payments will
increase annually on each anniversary of the payment start date under the life
contingent annuity based on the annual increase, if any, in the Consumer Price
Index, but in no event greater than 3% per year. For traditional

CONTRACT FEATURES AND BENEFITS

IRA contracts, if at any time your payment would be less than the minimum
amount required to be distributed under required minimum distribution rules, we
will notify you of the difference. You will have the option to have an
additional amount withdrawn from your contract. An adjustment will be made to
future scheduled payments. Or, you may take the amount from other traditional
IRA funds you may have.

MODE (FREQUENCY) OF PAYMENT

Under Income Manager(R) and GMIB Income Manager(R) contracts you may choose to
receive payments monthly, quarterly or annually. Whether you choose monthly,
quarterly or annual payments, you will usually begin receiving payments one
payment period from the contract date, unless you elect otherwise as described
under "Off maturity date payments" earlier in this Prospectus. Your payments
will always be made on the 15th day of the month. For instance, if you choose
annual payments, we make your first payment one year from the issue date of the
Income Manager(R) contract. If you are at least age 59 1/2 you may elect to
defer the date your payments will start. Generally, you may defer payments for
a period of up to 72 months. This is called the deferral period. Deferral of
the payment start date permits you to lock in rates at a time when you may
consider current rates to be high, while permitting you to delay receiving
payments if you have no immediate need to receive income under your contract.
Deferral is not available under GMIB Income Manager(R) contracts or when the
owner and annuitant are different under Income Manager(R) contracts,
respectively.

--------------------------------------------------------------------------------
THE DEFERRAL PERIOD TOGETHER WITH THE PERIOD CERTAIN MAY BE REFERRED TO AS A
"LIQUIDITY PERIOD." UNLIKE TRADITIONAL LIFE ANNUITIES THAT PROVIDE PERIODIC
PAYMENTS, YOU WILL BE ABLE TO MAKE WITHDRAWALS BEFORE THE END OF THE PERIOD
CERTAIN. YOU MAY ALSO CHOOSE TO SURRENDER YOUR CONTRACT FOR ITS CASH VALUE
WHILE KEEPING THE LIFE CONTINGENT ANNUITY IN EFFECT.
--------------------------------------------------------------------------------

Before you decide to defer payments, you should consider the fact that the
amount of income you purchase is based on the rates to maturity in effect on
the date we allocate your contribution. Therefore, if rates rise during the
deferral period, your payments may be less than they would have been if you had
purchased a contract at a
later date. Deferral of the payment start date is not available if the
annuitant is older than age 80. Under IRA contracts, if your deferred payment
start date is after you are age 70 1/2, you should consider the effect that
deferral may have on your required minimum distributions. The ability to defer
payments is not available in certain states. Please consult your financial
professional for more information on the ability to defer payments in your
state.

YOUR PERIOD CERTAIN

LEVEL PAYMENTS FOR NQ AND IRA INCOME MANAGER(R) CONTRACTS. Under level
payments, you may select a period certain of not less than 7 years nor more
than 15 years. The maximum period certain available based on the age of the
annuitant when your Income Manager(R) contract is issued is as follows:

NQ CONTRACTS
-----------------------------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-----------------------------------------------------------------------------------

45 through 70 15 years
-----------------------------------------------------------------------------------
71 through 75 85 less age at issue
-----------------------------------------------------------------------------------
76 through 80 10 years
-----------------------------------------------------------------------------------
81 through 83 90 less age at issue
-----------------------------------------------------------------------------------

IRA CONTRACTS
-----------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-----------------------------------------------------

45 through 70 15 years
-----------------------------------------------------
71 through 78 85 less age at issue
-----------------------------------------------------
79 through 83 7 years
-----------------------------------------------------

LEVEL PAYMENTS FOR NQ GMIB, IRA GMIB AND ROTH IRA GMIB INCOME MANAGER(R)
CONTRACTS. Under level payments for these contracts, you may select a period
certain of not less than 7 years nor more than 10 years. The maximum period
certain available based on the age of the annuitant when your GMIB Income
Manager(R) contract is issued is shown in the tables below. However, if the
annuitant's age at issue is age 84 or older, the only period certain available
is defined in the chart below.

NQ GMIB INCOME MANAGER(R) CONTRACTS
-------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
PRE-MAY 1997 ACCUMULATOR(R) SERIES CONTRACT
-------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-------------------------------------------------------------

60 through 80 10 years
-------------------------------------------------------------
81 through 83 90 less issue age
-------------------------------------------------------------
-------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
MAY 1997-PRE-MAY 1999 ACCUMULATOR(R) SERIES CONTRACT
-------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-------------------------------------------------------------
35 through 80 10 years
-------------------------------------------------------------
81 through 90 90 less issue age
-------------------------------------------------------------
-------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
MAY 1999-PRE-MARCH 2000 ACCUMULATOR(R) SERIES CONTRACT
-------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-------------------------------------------------------------
35 through 80 10 years
-------------------------------------------------------------
81 through 83 90 less issue age
-------------------------------------------------------------
-------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
MARCH 2000 AND LATER CONTRACT
-------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-------------------------------------------------------------
35 through 80 10 years
-------------------------------------------------------------
81 through 85 90 less issue age
-------------------------------------------------------------
IRA AND ROTH IRA GMIB INCOME MANAGER(R) CONTRACTS
-------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
PRE-MAY 1997 ACCUMULATOR(R) SERIES CONTRACT
-------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-------------------------------------------------------------
60 through 75 10 years
-------------------------------------------------------------
76 through 78 85 less issue age
-------------------------------------------------------------
79 through 83 7 years
-------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
MAY 1997-PRE-MAY 1999 ACCUMULATOR(R) SERIES CONTRACT
-------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-------------------------------------------------------------
35 through 75 10 years
-------------------------------------------------------------
76 through 77 85 less issue age
-------------------------------------------------------------
78 through 83 7 years
-------------------------------------------------------------
84 through 90 90 less issue age
-------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

--------------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
POST MAY 1999-MARCH 2000 OR LATER ACCUMULATOR(R) SERIES CONTRACT
--------------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
--------------------------------------------------------------------

35 through 75 10 years
--------------------------------------------------------------------
76 through 77 85 less issue age
--------------------------------------------------------------------
78 through 83 7 years
--------------------------------------------------------------------
CONTRACTS PURCHASED IN CONNECTION WITH THE PROCEEDS FROM A
MARCH 2000 AND LATER ACCUMULATOR(R) SERIES CONTRACT
--------------------------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
--------------------------------------------------------------------
35 through 75 10 years
--------------------------------------------------------------------
76 through 77 85 less issue age
--------------------------------------------------------------------
78 through 83 7 years
--------------------------------------------------------------------
84 through 85 90 less issue age
--------------------------------------------------------------------

(1)For joint and survivor payments, the period certain is based on the age of
the younger annuitant.

The minimum and maximum period certain will be reduced by each year you defer
the date your payments will start. Deferral is not available under GMIB Income
Manager(R) contracts.

INCREASING PAYMENTS. Under NQ contracts (other than NQ GMIB Income Manager(R)
contracts, where increasing payments are generally not available) if you elect
increasing payments, you do not have a choice as to the period certain. Based
on the age of the annuitant when your contract is issued, your period certain
will be as follows:

----------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ PERIOD CERTAIN
----------------------------------------------

53 1/2 through 70 15 years
----------------------------------------------
71 through 75 12 years
----------------------------------------------
76 through 80 9 years
----------------------------------------------
81 through 83 6 years
----------------------------------------------

If you elect increasing payments and defer the date payments will start, your
period certain will be as follows:

-------------------------------------------------------------------------------------------------
PERIOD CERTAIN BASED
ON DEFERRAL PERIOD
--------------------------------------------------------
ANNUITANT'S AGE 1-36 37-60 61-72
AT ISSUE/(1)/ MONTHS MONTHS MONTHS
-------------------------------------------------------------------------------------------------

59 1/2 through 70 12 years 9 years 9 years
-------------------------------------------------------------------------------------------------
71 through 75 9 years 9 years n/a
-------------------------------------------------------------------------------------------------
76 through 80 6 years 6 years n/a
-------------------------------------------------------------------------------------------------
81 through 83 n/a n/a n/a
-------------------------------------------------------------------------------------------------

For GMIB Income Manager(R) contracts (NQ, IRA and Roth IRA) issued with the
proceeds from a pre-May 1997 Accumulator(R) series contract, increasing
payments are currently available, as follows:

-----------------------------------------------------
ANNUITANT'S AGE AT ISSUE/(1)/ MAXIMUM PERIOD CERTAIN
-----------------------------------------------------

60 through 70 15 years
-----------------------------------------------------
71 through 75 12 years
-----------------------------------------------------
76 through 80 9 years
-----------------------------------------------------
81 through 83 6 years
-----------------------------------------------------

For all other IRA, Roth IRA and GMIB Income Manager(R) contracts, increasing
payments are not available.

The annuitant ages at issue in the above table are also the annuitant ages for
which the contracts are available. Different ages may apply if you purchase a
contract by exercising a benefit under another type of contract that we issue.

(1)For joint and survivor payments, the period certain is based on the age of
the younger annuitant.

PURCHASE RESTRICTIONS FOR JOINT AND SURVIVOR ANNUITY PAYMENTS

If you elect payments on a joint and survivor basis;

.. the joint annuitant must also be the beneficiary under the contract. Under
IRA contracts, the joint annuitant must be your spouse;

.. neither the annuitant nor the joint annuitant can be younger than age 45
(age 35 for GMIB Income Manager(R)), or over age 83 unless it is a GMIB
Income Manager(R) contract, as described above then neither can be over the
maximum age at issue shown; and

.. under level payments the joint and 100% to survivor form is only available
for the longest period certain we permit.

EXAMPLE OF PAYMENTS

We provide the chart below to illustrate level payments under the contract
using the following assumptions:

(1)a male age 70 (who is both the contract owner and the annuitant);

(2)single life annuity payments;

(3)a contribution of $100,000;

(4)no additional contributions; and

(5)a period certain of 15 years.

If you had a contract date of February 15, 2013, based on rates to maturity on
that date, an election of either monthly, quarterly, or annual payments with
payments starting one payment period from the contract date, the following
level payments would be provided:

-------------------------------------------
PAYMENT PERIOD MONTHLY QUARTERLY ANNUAL
-------------------------------------------

Start date 3/15/13 5/15/13 2/15/14
-------------------------------------------
Payment $516.57 $1,556.99 $6,360.20
-------------------------------------------

WITHDRAWALS

After the first contract year and before the end of the period certain, you may
take withdrawals from your account value. You may take one withdrawal per
contract year at any time during the contract year. The minimum amount you may
withdraw at any time is $1,000. If you request to withdraw more than 90% of
your current "cash value" we will treat it as a request to surrender your
contract for its cash value. See "Surrendering your contract to receive its
cash value" later in this Prospectus.

--------------------------------------------------------------------------------
YOUR ACCOUNT VALUE IS THE SUM OF YOUR MARKET ADJUSTED AMOUNTS IN EACH FIXED
MATURITY OPTION PLUS YOUR AMOUNTS HELD IN THE SEPARATE ACCOUNT TO PROVIDE FOR
PAYMENTS OFF MATURITY DATES. YOUR CASH VALUE IS EQUAL TO YOUR ACCOUNT VALUE
MINUS ANY WITHDRAWAL CHARGE. IF THE LIFE CONTINGENT ANNUITY IS ALREADY IN
EFFECT, YOU MAY NOT MAKE ANY WITHDRAWALS.
--------------------------------------------------------------------------------

CONTRACT FEATURES AND BENEFITS

Withdrawals in excess of a 10% free withdrawal amount may be subject to a
withdrawal charge. There is no free withdrawal amount if your contract is
surrendered for its cash value. For GMIB Income Manager(R) contracts,
withdrawal charges do not apply, and, therefore, the free withdrawal amount is
not applicable. Amounts withdrawn from a fixed maturity option before its
maturity date will result in a market value adjustment.

ALLOCATION OF WITHDRAWALS

We will subtract your withdrawal from all remaining fixed maturity options to
which your account value is allocated as well as from amounts held in the
separate account to provide for payments off maturity dates. As a result we
will reduce the amount of your payments and the length of your period certain.
We will also begin making payments to you under the life contingent annuity at
an earlier date. In order to achieve this result we will withdraw additional
amounts over the amount of the withdrawal you requested. We will withdraw these
amounts from the fixed maturity options and from amounts held in the separate
account to provide for payments off maturity dates and allocate them to the
life contingent annuity. The exact additional amount we withdraw will depend on
how much is necessary to assure that the same pattern of payments will continue
in reduced amounts for the annuitant's life, and if it applies, the life of the
joint annuitant. If you have elected increasing payments, the first increase in
your payments will take place no later than the date of the next planned
increase.

EXAMPLE

The example below illustrates the effect of a withdrawal based on:

(1)a single contribution of $100,000 made on February 15, 2013;

(2)level annual payments of $5,724.42 to be made on February 15th of each year;

(3)joint and two-thirds to survivor payments for a male and female, both age 70;

(4)a period certain of 15 years; and

(5)a withdrawal made at the beginning of the fourth contract year of 25% of an
account value of $56,735.81 when the annuitants are age 73.

The requested withdrawal amount would be $14,183.95 ($56,735.81 x .25). In this
case, $5,673.58 ($56,735.81 x .10) would be the free withdrawal amount and
could be withdrawn free of a withdrawal charge. The balance of $8,510.37
($14,183.95 - $5,673.58) would be considered a withdrawal of a part of the
contribution of $100,000. This contribution would be subject to a 4.0%
withdrawal charge of $340.41 ($8,510.37 x .04). The account value after the
withdrawal is $42,211.45 ($56,735.81 - $14,183.95 - $340.41). The payments
would be reduced to $5,372.67 and the remaining period certain would be reduced
to 3 years from 12.

DEATH BENEFIT -- FOR ALL CONTRACTS OTHER THAN GMIB INCOME MANAGER(R) CONTRACTS

WHEN THE ANNUITANT DIES BEFORE PAYMENTS BEGIN

Generally, when we receive satisfactory proof of the annuitant's death before
annuity payments begin we will pay the death benefit to the "beneficiary" named
in your contract. See "Your beneficiary" later in this Prospectus. If the joint
owner who is also the annuitant dies, we will consider the surviving owner to
be the beneficiary, taking the place of any other beneficiary designations.

We determine the amount of the death benefit payable to your beneficiary as of
the date we receive satisfactory proof of the annuitant's death and any
required instructions for the method of payment and any required forms
necessary to effect payment. The death benefit is the greater of:

(1)your account value; and

(2)the sum of the fixed maturity amounts in each fixed maturity option plus any
amounts held in the separate account to provide for payments off maturity
dates.

However, if you are the annuitant and your spouse is the joint owner or the
designated beneficiary under the contract, your spouse may elect to receive the
payments instead of taking the death benefit if payments have not been
deferred, or payments are scheduled to begin within one year. The payments will
then begin on the scheduled date. We will not make any payments under the life
contingent annuity after the annuitant's death unless you have elected the
joint and survivor form of payments. If you elect joint and one-half or joint
and two-thirds to survivor payments, at the death of either annuitant, we will
reduce the payments by one-half or one-third, whichever applies.

--------------------------------------------------------------------------------
A DEATH BENEFIT IS NEVER PAYABLE UNDER THE LIFE CONTINGENT ANNUITY. THE DEATH
BENEFIT APPLIES ONLY DURING THE PERIOD CERTAIN.
--------------------------------------------------------------------------------

WHEN THE ANNUITANT DIES AFTER THE ANNUITY PAYMENTS BEGIN

If the annuitant dies after the payments begin, we will continue to make
payments during the period certain to either the joint owner or the designated
beneficiary, whichever applies. If payments continue to the beneficiary, he or
she will be deemed the successor owner. If there is a joint owner, the
surviving joint owner will be deemed the beneficiary, superseding any other
beneficiary designation. The payments will be made on the same schedule that
was in effect before the annuitant's death and will terminate at the end of the
period certain. If you elected joint and survivor payments under the life
contingent annuity, the payments will be made as long as one of the annuitants
is living. If you elected joint and one-half or joint and two-thirds to
survivor payments, at the death of either annuitant, we will reduce the
payments by one-half or one-third, whichever applies.

At the beneficiary's option, payments during the period certain may be
discontinued and paid in a single sum. If the single sum is elected within one
year after the annuitant's death, the single sum will be paid as a death
benefit and will be equal to the greater of:

(1)the account value; and

(2)the sum of the fixed maturity amounts in each fixed maturity option, plus
any amounts held in the separate account to provide for payments off
maturity dates.

If a single sum is elected and there is a joint annuitant, we will begin making
payments to you under the life contingent annuity at an earlier date. These
payments will be made in reduced amounts to compensate for the earlier start
date. If you elected joint and one-half or joint and two-thirds to survivor
payments, at the death of either annuitant, we will reduce the payments by
one-half or one-third, whichever applies.

CONTRACT FEATURES AND BENEFITS

WHEN THE NQ CONTRACT OWNER WHO IS NOT THE ANNUITANT DIES AFTER THE ANNUITY
PAYMENTS BEGIN

If your death occurs after annuity payments begin, payments will continue to be
made during the period certain to the designated beneficiary, or in the case of
joint owners, to the surviving owner. In either case this person becomes the
new contract owner. The payments will be made on the same payment schedule that
was in effect before your death. After the period certain, lifetime payments
will be made under the life contingent annuity for as long as the annuitant (or
joint annuitant) is living.

If a single sum is elected, we will begin making payments to you under the life
contingent annuity at an earlier date. The lump sum is treated as a withdrawal.
See the discussion of withdrawals earlier in this section. These payments will
be made in reduced amounts to compensate for the earlier start date. When the
life contingent annuity is in effect and one of the joint annuitants dies, if
you elected joint and one-half or joint and two-thirds to survivor payments, at
the death of either annuitant, we will reduce the payments by one-half or
one-third, whichever applies.

DEATH BENEFIT -- FOR ALL GMIB INCOME MANAGER(R) CONTRACTS

For purposes of determining the death benefit in connection with any GMIB
Income Manager(R) contract, the annuity payments are considered to have begun
at issue of the contract.

WHEN THE ANNUITANT DIES

In general, we will continue to make payments during the period certain as
described earlier in this section under "Death benefit -- for all contracts
other than the GMIB Income Manager(R) contracts" under "When the annuitant dies
after the annuity payments begin." However, if there is a non-owner joint
annuitant, we will continue to make payments to the original owner until the
death of the joint annuitant.

Payments during the period certain may be discontinued and paid in a single
sum. If there is a joint annuitant, we will begin making payments to you under
the life contingent annuity at an earlier date. The lump sum is treated as a
withdrawal. See the discussion of withdrawals earlier in this section. These
payments will be made in reduced amounts to compensate for the earlier start
date.

WHEN THE NQ GMIB CONTRACT OWNER WHO IS NOT THE ANNUITANT DIES

We will continue to make annuity payments during the period certain as
described earlier in this section under "Death benefit -- for all contracts
other than the GMIB Income Manager(R) contracts" under "When the NQ contract
owner who is not the annuitant dies after the annuity payments begin."

SURRENDERING YOUR LIFE ANNUITY WITH PERIOD CERTAIN CONTRACT

You may surrender your contract for its cash value at any time during the
period certain and receive lifetime payments after that under the life
contingent annuity. Once your contract is surrendered, the date your payments
are to start under the life contingent annuity will be moved forward to the
date when you were supposed to receive the next payment under the period
certain. However, your payments will be made in reduced amounts. Once your
contract is surrendered, we will return it to you with a notation that the life
contingent annuity is still in effect. You may not surrender the life
contingent annuity.

PERIOD CERTAIN CONTRACT (NOT AVAILABLE IF YOU ARE PURCHASING A GMIB INCOME
MANAGER(R) CONTRACT)

You may purchase the period certain contract if you are age 59 1/2 or older.
The annuitant must be at least age 59 1/2, but not older than age 78. The
contract provides you with level guaranteed payments for a period certain that
you select. The minimum period certain you may select is 7 years and the
maximum period certain is 15 years. If the annuitant is over age 70 when the
contract is issued, the maximum period certain you may select is 85 less the
annuitant's age when the contract is issued.

ADDITIONAL CONTRIBUTIONS

Additional contributions are not permitted under the contract.

HOW WE ALLOCATE YOUR CONTRIBUTIONS

Based on the amount of your single contribution and the period certain you
select, we allocate your contribution among the fixed maturity options and, if
necessary, to the separate account to provide for payments off maturity dates.
You may not change this allocation. See "More information" later in this
Prospectus for an example of payments.

PAYMENTS

Whether you choose monthly, quarterly or annual payments, your payments
normally will start one payment period from the contract date unless you elect
otherwise as described under "Off maturity date payments" earlier in this
Prospectus. Your payments will always be made on the 15th day of the month.

--------------------------------------------------------------------------------
THE PERIOD CERTAIN MAY ALSO BE REFERRED TO AS THE "LIQUIDITY PERIOD" BECAUSE
YOU HAVE ACCESS TO YOUR MONEY THROUGH WITHDRAWALS OR SURRENDER OF YOUR CONTRACT.
--------------------------------------------------------------------------------

WITHDRAWALS

After the first contract year you may take withdrawals from your account value.
You may take one withdrawal per contract year at any time during the contract
year. The minimum amount you may withdraw at any time is $2,000 or 25% of your
current cash value if it produces a larger amount. If you request to withdraw
more than 90% of your current cash value we will treat it as a request for
surrender of the contract for its cash value. See "Surrendering your contract
to receive its cash value" later in this Prospectus. Any amounts withdrawn from
a fixed maturity option, before its maturity date, will result in a market
value adjustment. See "Market value adjustment" earlier in this Prospectus.
Withdrawals made during the first seven contract years may be subject to a
withdrawal charge. There is no free withdrawal amount under the period certain
contracts.

ALLOCATION OF WITHDRAWALS

We will subtract your withdrawals pro rata from all remaining fixed maturity
options to which your account value is allocated as well as from amounts held
in the separate account to provide for payments off maturity dates. As a
result, your payments will continue in reduced level amounts over the remaining
term of the period certain.

DEATH BENEFIT

WHEN THE ANNUITANT DIES BEFORE PAYMENTS BEGIN

Generally, when we receive satisfactory proof of the annuitant's death before
annuity payments begin we will pay the death benefit to

CONTRACT FEATURES AND BENEFITS

the beneficiary named in your contract. See "Your beneficiary" later in this
Prospectus. If the joint owner who is also the annuitant dies, we will consider
the surviving owner to be the beneficiary, taking the place of any other
beneficiary designations.

(1)your account value; and

(2)the sum of the fixed maturity amounts in each fixed maturity option plus any
amounts held in the separate account to provide for payments off maturity
dates.

WHEN THE ANNUITANT DIES AFTER THE ANNUITY PAYMENTS BEGIN

If the annuitant dies after the payments begin, payments will continue to be
made during the period certain to either the joint owner or the designated
beneficiary, whichever applies. The payments will be made on the same schedule
that was in effect before the annuitant's death.

At the beneficiary's option, payments may be discontinued and paid in a single
sum. If the single sum is elected within one year after the annuitant's death,
the single sum will be equal to the greater of:

(1)the account value; and

(2)the sum of the fixed maturity amounts in each fixed maturity option plus any
amounts held in the separate account to provide for payments off maturity
dates.

WHEN THE NQ CONTRACT OWNER WHO IS NOT THE ANNUITANT DIES AFTER THE ANNUITY
PAYMENTS BEGIN

If your death occurs after annuity payments begin, payments will continue to be
made during the period certain to the designated beneficiary or in the case of
joint owners to the surviving owner. In either case, this person becomes the
new contract owner and receives the payments.

CONTRACT FEATURES AND BENEFITS

2. Other benefits and features of the contracts

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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. 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. For GMIB Income Manager(R) contracts, you can
only purchase a contract by exercising your GMIB benefit in accordance with
your Accumulator(R) series contract, even if the Accumulator(R) account value
is less than $10,000; no additional contributions are permitted.

For your convenience, we will accept initial and additional contributions, if
applicable, by wire transmittal from certain broker-dealers who have agreements
with us for this purpose. These methods of payment are discussed in detail
under "More information" later in this Prospectus.

Your initial contribution must generally be accompanied by an application and
any other form we need to process the payments. If any information is missing
or unclear, we will try to obtain that information. If we are unable to obtain
all of the information we require within five business days, we will inform the
financial professional submitting the application, on your behalf. We will then
return the contribution to you unless you specifically direct us to keep your
contribution until we receive the required information.

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GENERALLY OUR "BUSINESS DAY" IS ANY DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS
OPEN FOR TRADING. A BUSINESS DAY DOES NOT INCLUDE ANY DAY WE CHOOSE NOT TO OPEN
DUE TO EMERGENCY CONDITIONS. WE MAY ALSO CLOSE EARLY DUE TO EMERGENCY
CONDITIONS. OUR BUSINESS DAY GENERALLY ENDS AT 4:00 P.M., EASTERN TIME FOR THE
PURPOSES OF DETERMINING THE DATE WHEN CONTRIBUTIONS ARE APPLIED AND OTHER
TRANSACTION REQUESTS ARE PROCESSED.
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SECTION 1035 EXCHANGES

You may apply the entire value of an existing nonqualified deferred annuity
contract (or life insurance or endowment contract) to purchase an Income
Manager(R) NQ contract in a tax-deferred exchange if you follow certain
procedures as shown in the form that we require you to use. Section 1035
exchanges are generally not available after the death of the individual who is
the measuring life on the exchanged contract (owner or annuitant). Please note
that the IRS may not apply tax-free treatment to partial 1035 exchanges. Also
see "Tax information" later in this Prospectus.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

If for any reason you are not satisfied with your contract, you may return it
to us for a refund. To exercise this cancellation right you must mail the
contract directly to our Processing Office within 10 days after you receive it.
In some states, this "free look" period may be longer.

Generally, your refund will equal your account value under the contract. Your
account value reflects any positive or negative market value adjustments in the
fixed maturity options through the date we receive your contract. Under the
life annuity with a period certain your refund will also include any amount
applied to the life contingent annuity. However, some states require that we
refund the full amount of your contribution (not including any investment gain
or loss). For IRA contracts returned to us within seven days after you receive
it, we are required to refund the full amount of your contribution.

If you cancel your GMIB Income Manager(R) contracts within the free look
period, we will reinstate your Accumulator(R) series contract as of the date
you exercised your GMIB. Upon reinstatement, the value applied to the GMIB
Income Manager(R) contract plus any charges that were deducted will be returned
to your Accumulator(R) series contract in accordance with the allocations that
were in effect on said date.

If you cancel your contract during the free look period, we may require that
you wait six months before you may apply for a contract with us again.

For California residents, if you are age 60 or older at the time the contract
is issued, you may return your contract within 30 days from the date that you
receive it and receive a refund as described below.

Your refund will equal your contributions, less any payments you may have
received under the Income Manager(R) payout annuity contract or, if greater,
your account value, computed on the date we receive your Income Manager(R)
payout annuity contract along with your request to cancel at our processing
office.

The 30-day cancellation and refund policy as described above applies to Income
Manager(R) payout annuity contracts only. If you have a GMIB Income Manager(R)
contract please refer to its free look period and refund policy, as described
above.

If you reside in the state of Florida and you are age 65 or older at the time
the contract is issued, you may cancel your annuity contract and return it to
us within 21 days from the date that you receive it. You will receive an
unconditional refund equal to the cash value provided in the annuity contract,
plus any fees or charges deducted from your contributions or imposed under the
contract, less any payments that were already received.

If you reside in the state of Florida and you are age 64 or younger at the time
the contract is issued, you may cancel your annuity contract and return it to
us within 14 days from the date that you receive it. You will receive an
unconditional refund equal to your contributions, including any contract fees
or charges, less any payments that were already received.

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

SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

You may surrender your contract to receive its cash value at any time during
the period certain. Your cash value is equal to your account

OTHER BENEFITS AND FEATURES OF THE CONTRACTS

value minus any withdrawal charge. There is no free withdrawal amount if you
surrender your contract. For GMIB Income Manager(R) contracts, there are no
withdrawal charges, and, therefore, no free withdrawal amount applies.

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. All benefits under your contract will
terminate as of that date unless you have elected the life contingent annuity.
See "Surrendering your life annuity with a period certain contract" earlier in
this Prospectus.

WHEN TO EXPECT PAYMENTS

Generally, we will fulfill requests for payments within seven days of the
transaction to which the request relates. We can defer payment of any portion
of the account value (other than for death benefits) for up to six months while
you are living. We also may defer payments for any reasonable amount of time
(not to exceed 15 days) while we are waiting for a contribution check to clear.

OTHER BENEFITS AND FEATURES OF THE CONTRACTS

3. Charges

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WITHDRAWAL CHARGES

A withdrawal charge applies in two circumstances: (1) if you make a withdrawal
during a contract year and it exceeds any applicable free withdrawal amount,
described below, or (2) if you surrender your contract to receive its cash
value. For GMIB Income Manager(R) contracts, withdrawal charges do not apply.

The withdrawal charge equals a percentage of each contribution (or single
contribution) 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 7 8+
-------------------------------------------------------------------
Percentage of Contribution 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0%
-------------------------------------------------------------------

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 your contract as withdrawn first. See "Tax
information" later in this Prospectus.

We deduct the withdrawal charge from your account value in proportion to the
amount withdrawn from each fixed maturity option and any amounts held in the
separate account to provide for payments off maturity dates. 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 a withdrawal charge is also subject to a
withdrawal charge.

The withdrawal charge does not apply to the 10% free withdrawal amount
described below.

THE 10% FREE WITHDRAWAL AMOUNT APPLIES ONLY TO LIFE ANNUITY WITH A PERIOD
CERTAIN CONTRACTS (NOT INCLUDING GMIB INCOME MANAGER(R) CONTRACTS SINCE THERE
ARE NO WITHDRAWAL CHARGES). IT DOES NOT APPLY TO YOUR PERIOD CERTAIN CONTRACT
OR IF YOU SURRENDER YOUR CONTRACT TO RECEIVE ITS CASH VALUE.

Under life annuity with a period certain contracts, each contract year you can
withdraw up to 10% of your account value without paying a withdrawal charge.
This 10% free withdrawal amount is determined using your account value at the
beginning of each contract year.

If you are age 65 or older at the time your contract is issued, the applicable
withdrawal charge will not exceed 10% of the amount withdrawn. In addition, no
charge will apply after the end of the 10th contract year or 10 years after a
contribution is made, whichever is later.

AMOUNTS APPLIED FROM OTHER CONTRACTS ISSUED BY AXA EQUITABLE

LIFE ANNUITY WITH A PERIOD CERTAIN CONTRACT. If you own certain types of
contracts that we issue, you may apply the entire account value under those
contracts to purchase the life annuity with a period certain contract provided
the issue age and payment restrictions for the new contract are met. Depending
upon the provisions of your Accumulator(R) contract, the amount used to
purchase the GMIB Income Manager(R) may be reduced by the remaining withdrawal
charges on any Accumulator(R) series contract being surrendered. If the
Accumulator(R) contract is a rollover TSA, we will also deduct the amount of
any outstanding loan balance, including any accrued unpaid interest. If you
apply your account value at a time when the dollar amount of the withdrawal
charge under such other contract is greater than 2% of remaining contributions
(after withdrawals), we reserve the right to waive the remaining withdrawal
charge. However, a new withdrawal charge schedule will apply under the new
contract. For purposes of the withdrawal charge schedule, the year in which
your account value is applied under the life annuity with a period certain
contract will be "contract year 1." If you apply your account value when the
dollar amount of the withdrawal charge is 2% or less, we reserve the right to
waive the withdrawal charges under the new contract. You should consider the
timing of your purchase as it relates to the potential for withdrawal charges
under the life annuity with a period certain contract.

PERIOD CERTAIN CONTRACT. If you own certain types of contracts that we issue,
you may apply your entire account value to purchase the period certain contract
once any withdrawal charges are no longer in effect under the other contracts.
No withdrawal charges will apply under the period certain contract.

To purchase any Income Manager(R) contract we require that you return your
original contract to us. A new Income Manager(R) contract will be issued
putting this annuity into effect.

CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

We deduct a charge designed to approximate certain taxes that may be imposed
upon us, such as premium taxes in your state. We deduct the charge from your
contributions. The current tax charge that might be imposed varies by
jurisdiction and ranges from 0% to 3.5%. This deduction may not apply for
certain GMIB Income Manager(R) contracts.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or change the minimum initial contribution requirements. We also may
increase the rates to maturity for the fixed maturity options and reduce
purchase rates for the life contingent annuity. Group arrangements include
those in which a trustee or an employer, for example, purchases contracts
covering a group of individuals on a group basis. Sponsored arrangements
include those

CHARGES

in which an employer allows us to sell contracts to its employees or retirees
on an individual basis. IRA contracts are not available for group arrangements.

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 in the withdrawal charge 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 withdrawal charges when sales are made in a manner
that results in savings of sales and administrative expenses. This may include
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 the withdrawal charge where it will be unfairly discriminatory.

CHARGES

4. Payment of death benefit

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YOUR BENEFICIARY

You designate your beneficiary when you apply for your contract. You may change
your beneficiary at any time while the owner and annuitant are alive and the
contract is in force. The change will be effective on the date the written
request for change is signed. For Income Manager(R) contracts only, where
payments have not started; and you are not the annuitant; and you have not
named a specific successor owner, the beneficiary will become the successor
owner upon your death.

YOUR ANNUITY PAYOUT OPTIONS (NOT INCLUDING GMIB INCOME MANAGER(R) CONTRACTS)

If the annuitant dies before annuity payments begin, your beneficiary may elect
to apply the death benefit to an annuity payout option. We offer several
annuity payout options to choose from. Restrictions apply, depending on the
type of contract you own. Please see "Contract features and benefits" under the
"Death benefit" sections earlier in this Prospectus for more information.

ANNUITY PAYOUT OPTIONS

Your beneficiary can choose from among the following death benefit annuity
payout options:

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

.. LIFE ANNUITY -- PERIOD CERTAIN: An annuity that guarantees payments for the
rest of the annuitant's life, and, if the annuitant dies before the end of
a selected period of time ("period certain"), payments to the beneficiary
will continue for the balance of the period certain.

.. LIFE ANNUITY -- 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
continue to the beneficiary until that amount has been recovered.

.. PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
period of time, usually 5, 10, 15 or 20 years. 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.

The life annuity; life annuity -- period certain and the life annuity --refund
certain are available on either 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, continuation of payments to
the survivor.

All of the above annuity payout options are available as fixed annuities. With
fixed annuities, we guarantee fixed annuity payments that will be based either
on the tables of guaranteed annuity payments in your contract or on our then
current annuity rates, whichever is more favorable for the annuitant.

When the beneficiary selects a payout option, we will issue a separate written
agreement confirming the beneficiary's right to receive annuity payments. We
require the return of the contract before annuity payments begin.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity, the type of annuity chosen and, in the case of a life
annuity, the annuitant's age (or the annuitant's and joint annuitant's ages)
and in certain instances, the sex of the annuitant(s). Once a payout option has
been chosen and payments begin, no change can be made. The amount of each
annuity payment will be less with a greater frequency of payments or with a
longer duration of a non-life contingent annuity or the certain period of a
life contingent annuity. Your financial professional can provide you with
additional information about your annuity payment options.

At the time that the beneficiary elects a payout option if 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.

PAYMENT OF DEATH BENEFIT

5. 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 contracts owned by United States individual taxpayers.
We discuss the tax aspects of each type of contract separately because the tax
rules differ, depending on:

.. the type of contract, whether NQ, traditional IRA, or Roth IRA,

.. how you acquired your Income Manager(R) contract, whether by purchase or
exercising your GMIB benefit in accordance with your Accumulator(R) series
contract, and

.. whether you have deferred your annuity payout start date.

THE INCOME MANAGER(R) CONTRACT IS INTENDED TO BE A PAYOUT ANNUITY. HOWEVER,
EXCEPT FOR GMIB INCOME MANAGER(R) CONTRACTS, YOU MAY BE ABLE TO DELAY BEGINNING
PAYMENTS, AND CERTAIN RULES GOVERNING DEFERRED ANNUITY CONTRACTS INDICATED
BELOW COULD APPLY. THE ABILITY TO DEFER PAYMENTS IS NOT AVAILABLE IN CERTAIN
STATES.

Federal income tax rules include the United States laws in the Internal Revenue
Code and Treasury Department Regulations and Internal Revenue Service ("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. 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.

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. Earnings in a deferred annuity contract are taxable even without a
distribution if you transfer a contract, for example, as a gift to someone
other than your spouse (or former spouse).

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 when figuring out the taxable
amount of any distribution from any of those contracts.

Corporations, partnerships, trusts and other non-natural persons generally
cannot defer the taxation of current income credited to the contract unless an
exception under the federal income tax rules apply. There is an exception for
immediate annuities.

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IMMEDIATE ANNUITIES ARE GENERALLY ANNUITIES IN WHICH PAYMENTS BEGIN WITHIN ONE
YEAR FROM PURCHASE AND PROVIDE FOR A SERIES OF SUBSTANTIALLY EQUAL PAYMENTS
MADE AT LEAST ANNUALLY.
--------------------------------------------------------------------------------

Please note that a payout contract purchased through a 1035 exchange may not be
treated as an immediate annuity.

ANNUITY PAYMENTS

Once annuity payments begin, a portion of each payment is taxable as ordinary
income. You get the remaining portion without paying taxes on it. This is your
"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.

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.

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THE SECTIONS BELOW, "PARTIAL ANNUITIZATION" AND "WITHDRAWALS MADE BEFORE
ANNUITY PAYMENTS BEGIN," APPLY TO NQ CONTRACTS WHICH ARE DEFERRED AND DOES NOT
APPLY TO GMIB INCOME MANAGER(R) CONTRACTS.
--------------------------------------------------------------------------------

PARTIAL ANNUITIZATION

TAX INFORMATION

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 return of your investment in the contract and is not taxable.

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THE SECTION BELOW, "1035 EXCHANGES," APPLIES TO NQ CONTRACTS WHICH ARE DEFERRED
AND DOES NOT APPLY TO GMIB INCOME MANAGER(R) CONTRACTS.
--------------------------------------------------------------------------------

1035 EXCHANGES

.. 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.

.. The owner and the annuitant are the same under the source contract and the
contract is 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 of the source contract carries over to the Income Manager(R) NQ
contract.

If you purchase an Income Manager(R) contract, intended to be a payout annuity,
with intended partial 1035 exchange proceeds, you should discuss with your tax
advisor the timing of your payout. The IRS has ruled that an exchange will not
qualify as a partial 1035 exchange if amounts are received from either contract
within 180 days of the exchange transaction.

Section 1035 exchanges are generally not available after the death of the owner.

SURRENDERS

If you surrender or cancel the NQ contract, the distribution is taxable as
ordinary income (not capital gain) to the extent it exceeds your investment in
the contract.

If you make a withdrawal that terminates all periodic payments due, it will be
taxable as a complete surrender as discussed above. If you make a withdrawal
that does not terminate all periodic payments due, then the withdrawal will
generally be taxable. Also, a portion of the remaining reduced payments will be
eligible for tax-free recovery of investment.

DEATH BENEFIT PAYMENT MADE TO A BENEFICIARY AFTER YOUR DEATH

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. The
extra penalty tax does not apply to pre-age 59 1/2 distributions made:

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. in the form of substantially equal periodic annuity payments for your life
(or life expectancy), or the joint lives (or joint life expectancies) of
you and a beneficiary, in accordance with IRS formulas; or

.. payments under an immediate annuity.

Periodic annuity payments we make to you from the life annuity with a period
certain while you are under age 59 1/2 should qualify for the "substantially
equal payments for life" exception noted above. However, this exception may not
apply if you take a withdrawal, surrender your contract or change the payment
pattern in any way.

In the event that an NQ owner who has elected deferral subsequently elects
partial annuitization, (non-Income Manager(R) GMIB contracts only): we will
report a life-contingent partial annuitization made to an owner under age
59 1/2 as eligible for an exception to the early distribution penalty tax. We
may be required to treat a partial annuitization for a period certain of at
least 10 years as being subject to the penalty for an owner under age 59 1/2.

Please note that a payout contract purchased through a 1035 exchange may not be
treated as an immediate annuity.

ADDITIONAL TAX ON NET INVESTMENT INCOME

TAX INFORMATION

annuity contracts. The threshold amount of MAGI varies by filing status:
$200,000 for single filers; $250,000 for married taxpayers filing jointly, and
$125,000 for married taxpayers filing separately. The tax applies to the lesser
of a) the amount of MAGI over the applicable threshold amount or b) the net
investment income. You should discuss with your tax adviser the potential
effect of this tax.

SPECIAL RULES FOR NQ CONTRACTS 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 computation 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.

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/or 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:

.. Traditional IRAs, typically funded on a pre-tax basis; and

.. Roth IRAs, funded on an after-tax basis.

We offer the Income Manager(R) contract for purchase only in traditional IRA
form. We offer the GMIB Income Manager(R) contract in traditional IRA form or
Roth IRA form, depending on the status of your Accumulator(R) series contract.

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 traditional IRA contracts to qualify as individual
retirement annuities under Section 408(b) of the Internal Revenue Code. This
prospectus contains the information that the IRS requires you to have before
you purchase an IRA. This section of the prospectus covers some of the special
tax rules that apply to IRAs.

We have not submitted to the IRS a request for an opinion letter to approve the
form of the Income Manager(R) traditional IRA contract for use as a traditional
IRA contract. 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.

CANCELLATION

You can cancel an Income Manager(R) IRA contract by following the directions
under "Your right to cancel within a certain number of days" earlier in the
Prospectus. If you cancel an 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")

--------------------------------------------------------------------------------
THE SECTIONS, "CONTRIBUTIONS TO TRADITIONAL IRAS,""ROLLOVER AND TRANSFER
CONTRIBUTIONS TO TRADITIONAL IRAS,""ROLLOVERS FROM ELIGIBLE RETIREMENT PLANS
OTHER THAN TRADITIONAL IRAS,""ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM
ELIGIBLE RETIREMENT PLANS OTHER THAN TRADITIONAL IRAS,""ROLLOVERS FROM
TRADITIONAL IRAS TO TRADITIONAL IRAS,""SPOUSAL ROLLOVERS AND DIVORCE-RELATED
DIRECT TRANSFERS," AND "EXCESS CONTRIBUTIONS" DO NOT APPLY TO GMIB INCOME
MANAGER(R) CONTRACTS.

IF YOU ARE ACQUIRING YOUR GMIB INCOME MANAGER(R) CONTRACT BY EXERCISING YOUR
GMIB BENEFIT IN ACCORDANCE WITH YOUR ACCUMULATOR(R) SERIES CONTRACT, GO TO
"WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS," BELOW;
THE SECTIONS PERTAINING TO CONTRIBUTIONS TO TRADITIONAL IRAS IN THE PROSPECTUS
ARE GENERALLY INTENDED FOR INDIVIDUALS WHO ACQUIRE THE INCOME MANAGER(R)
TRADITIONAL IRA CONTRACT BY PURCHASE.
--------------------------------------------------------------------------------

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:

.. "regular" contributions out of earned income or compensation; or

.. tax-free "rollover" contributions; or

.. direct custodian-to-custodian transfers from other traditional IRAs
("direct transfers").

We require that your initial contribution to the Income Manager(R) traditional
IRA contract must be either a rollover or a direct custodian-to-custodian
transfer. See "Rollover and transfer contributions to traditional IRAs" below.
If you defer your annuity payout starting date you may be able to make
additional contributions. Any additional contributions you make may be any of
rollover, direct transfer or regular contributions. Regular contributions to
IRAs are subject to a number of technical rules that differ depending on the
year, your age, whether you are an active participant in an employer-sponsored
plan, and your compensation. If you make subsequent regular contributions to
the contract, please consult your tax adviser or IRS Publication 590 for the
applicable rules.

ROLLOVER AND TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS

Rollover contributions may be made to a traditional IRA from these "eligible
retirement plans":

TAX INFORMATION

.. qualified plans;

.. governmental employer 457(b) plans;

.. 403(b) plans (including Internal Revenue Code Section 403(b)(7) custodial
accounts); and

.. 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

There are two ways to do rollovers:

.. 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 qualified plan or TSA 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.

.. Direct rollover:

You tell the plan 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 TSA, qualified plan or governmental employer 457(b)
plan are eligible rollover distributions, unless the distributions are:

.. "required minimum distributions" after age 70 1/2 or retirement from
service with the employer; or

.. 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

.. substantially equal periodic payments made for a specified period of 10
years or more; or

.. hardship withdrawals; or

.. corrective distributions which fit specified technical tax rules; or

.. loans that are treated as distributions; or

.. death benefit payments to a beneficiary who is not your surviving spouse; or

.. 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

SPOUSAL ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS

The surviving spouse beneficiary of a deceased individual can roll over funds
from, or directly transfer funds from, an inherited IRA to one or
more other traditional IRAs. A non-spousal death beneficiary may also be able
to make a direct rollover to an inherited IRA under certain circumstances.
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:

.. regular contributions of more than the maximum regular contribution amount
for the applicable taxable year;

.. regular contributions to a traditional IRA made after you reach age 70 1/2;
and

.. 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 IRS Publication 590 for further details.

Even after the due date for filing your return, you may withdraw an excess
rollover contribution, without income inclusion or 10% penalty, if:

(1)the rollover was from an eligible retirement plan to a traditional IRA;

TAX INFORMATION

(2)the excess contribution was due to incorrect information that the plan
provided; and

(3)you took no tax deduction for the excess 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.

If you have ever made nondeductible 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
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
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:

.. the amount received is a withdrawal of certain excess contributions, as
described in IRS Publication 590; or

.. 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 transfer contributions to traditional IRAs" earlier in
this section for more information.)

Since the Income Manager(R) annuity is intended to be a payout contract, it may
not be an appropriate contract if you intend to roll over funds later.
Allocation of amounts to the life contingent annuity may make it difficult for
you to roll the contract over to another eligible retirement plan.

Distributions from a traditional IRA are not eligible for favorable ten-year
averaging and long-term capital gain treatment available to 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.

Certain distributions from IRAs directly transferred to charitable
organizations may be tax-free to IRA owners age 70 1/2 or older if made by
December 31, 2013.

REQUIRED MINIMUM DISTRIBUTIONS

BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS

Distributions must be made from traditional IRAs according to the 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 be added to the dollar amount credited for purposes
of calculating certain types of required minimum distributions from individual
retirement annuity contracts. This could increase the annual amount required to
be distributed from these contracts. Generally, these provisions will not apply
to Income Manager(R) contracts. They could apply if you defer your payment
start dates, and if account-based withdrawals, as discussed below, are done
before annuitization. In addition, other provisions of the Treasury Regulations
may adversely affect increasing payment GMIB Income Manager(R) IRAs beginning
in 2006. You should consult with your tax adviser before you elect to take
increasing payments from GMIB Income Manager(R) IRAs.

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 1st - April 1st). 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."
If you are acquiring your GMIB Income Manager(R) contract by exercising your
GMIB benefit in accordance with your Accumulator(R) series contract, and
generally for Income Manager(R) contracts where the payout starting date is not
deferred, the annuity-based method applies.

TAX INFORMATION

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? No, we do not automatically make distributions from your
contract before your annuity payments begin. We will calculate the amount of an
account-based 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.

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/CERTIFICATE 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/CERTIFICATE IN FORCE. IF THE BENEFICIARY IS NOT AN
INDIVIDUAL, WE MUST DISTRIBUTE AMOUNTS REMAINING IN THE ANNUITY CONTRACT AFTER
THE DEATH OF THE ANNUITANT.

TAX INFORMATION

IMPORTANT INFORMATION ABOUT MINIMUM DISTRIBUTIONS UNDER YOUR CONTRACT

Although the life contingent annuity portion of the life annuity with a period
certain does not have a cash value, it will be assigned a value for tax
purposes. This value will generally be changed each year. If you are using the
account-based withdrawal method because you have deferred the payment start
date for example, when you determine the amount of account-based required
minimum distributions from your IRA this value must be included. This must be
done before annuity payments begin even though the life contingent annuity may
not be providing a source of funds to satisfy the required minimum
distributions.

If you surrender your contract, or withdraw any remaining account value before
your annuity payments begin, it may be necessary for you to satisfy your
required minimum distribution by moving forward the start date of payments
under your life contingent annuity. Or to the extent available, you have to
take distributions from other IRA funds you may have. Or, you may convert your
IRA life contingent annuity under the IRA contract to a nonqualified life
contingent annuity. This would be viewed as a distribution of the value of the
life contingent annuity from your IRA, and therefore, would be a taxable event.
However, since the life contingent annuity would no longer be part of the IRA,
you would not have to include its value when determining future required
minimum distributions.

If you have elected a joint and survivor form of the life contingent annuity,
the joint annuitant must be your spouse. In the event of your death or the
death of your spouse the value of such annuity will change. For this reason, it
is important that someone tell us if you or your spouse dies before the life
contingent annuity has started payments so that a lower valuation can be made.
Otherwise, a higher tax value may result in an overstatement of the amount that
would be necessary to satisfy your required minimum distribution amount.

SUCCESSOR ANNUITANT AND OWNER

If your spouse is the sole primary beneficiary and elects to become the
successor annuitant and owner, no death benefit is payable until your
surviving spouse's death. 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

EARLY DISTRIBUTION PENALTY TAX

.. on or after your death;

.. because you are disabled (special federal income tax definition);

.. used to pay certain extraordinary medical expenses (special federal income
tax definition);

.. used to pay medical insurance premiums for unemployed individuals (special
federal income tax definition);

.. used to pay certain first-time home buyer expenses (special federal income
tax definition; $10,000 lifetime total limit for these distributions from
all your traditional and Roth IRAs);

.. used to pay certain higher education expenses (special federal income tax
definition); or

.. 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 expectancy) using an IRS-approved
distribution method.

WILL PAYMENTS WE MAKE TO YOU FROM THE LIFE ANNUITY WITH A PERIOD CERTAIN WHILE
YOU ARE UNDER AGE 59 1/2 QUALIFY AS SUBSTANTIALLY EQUAL PAYMENTS FOR LIFE?

Same as nonqualified annuities under "Early distribution penalty tax."

ROTH IRA GMIB INCOME MANAGER(R) CONTRACTS

Before you exercise your GMIB benefit in accordance with your Accumulator(R)
series Roth IRA contract, you should discuss with your tax adviser the tax
consequences of distributions from a Roth IRA which may apply to your personal
situation.

Payments from traditional IRAs and Roth IRAs are taxed differently. Payments
from traditional IRAs are generally fully taxable, as discussed earlier in this
prospectus. It is the IRA owner's responsibility to calculate the taxable and
tax-free portions of any traditional IRA payments on the owner's tax return.

Distributions from Roth IRAs generally receive return of contribution treatment
first under federal income tax calculation rules before any income is taxable.
Certain distributions from Roth IRAs may qualify for fully tax-free treatment.
These are distributions after you reach age 59 1/2, die, become disabled or
meet a qualified first-time homebuyer tax rule. You also have to meet a
five-year aging period, which begins when you first contribute funds to any
Roth IRA.

For example, if you purchased an Accumulator(R) series traditional IRA contract
in 2004 and did not convert it into a Roth IRA until 2009, and if your
Accumulator(R) series contract is your sole Roth IRA, you have not yet met the
five-year aging period if you exercise your GMIB benefit in 2013. In that case,
payments received before the five-year aging period is met are treated first as
a recovery of contributions to the Roth IRA, and next as ordinary income, after
all contributions are recovered.

Taxable withdrawals or distributions from Roth IRAs may be subject to an
additional 10% penalty tax if you are under age 59 1/2, unless an exception
applies.

Since federal income rules require Roth IRA owners to aggregate all of their
Roth IRAs together to determine the tax treatment and taxable amount, if any,
of distributions and payments from Roth IRAs, the issuer of any Roth IRA
contract generally reports on IRS Form 1099-R only the amount of distributions
and payments it makes for the year as "taxable amount not determined." It is
your responsibility to calculate on your tax return the tax-free, contribution
recovery, or taxable income amounts as applicable.

TAX INFORMATION

As discussed earlier in this prospectus, traditional IRAs are subject to
required minimum distribution rules which require that amounts begin to be
distributed in a prescribed manner from the IRA after the owner reaches age
70 1/2. These rules also require distributions after the owner's death. No
distributions are required to be made from Roth IRAs until after the Roth IRA
owner's death, but then the required minimum distribution rules apply.

As in the case of a traditional IRA, borrowing and loans are prohibited
transactions for a Roth IRA.

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

We must withhold federal income tax from distributions from annuity contracts
and specified tax-favored savings or retirement plans or arrangements. 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 required depends on the type of distribution and, in certain cases,
the amount of a 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.

Note that 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
may elect out of withholding as described below.

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. We might have to withhold and/or report on amounts we pay under
a free look or cancellation.

If you are receiving periodic and/or non-periodic payments, you will be
notified of the withholding requirements and of your right to make withholding
elections.

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

Federal tax rules require payors to withhold differently on "periodic" and
"non-periodic" payments. Payors 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 maritial status, the payor is to withhold
assuming that the owner is married and claiming three withholding 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. Payors 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.

TAX INFORMATION

6. More information

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ABOUT OUR FIXED MATURITY OPTIONS

HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT. We use the following procedure to
calculate the market value adjustment (positive or negative) we make if you
withdraw all of your value from a fixed maturity option before its maturity
date.

(1)We determine the market adjusted amount on the date of the withdrawal as
follows:

(a)We determine the fixed maturity amount that would be payable on the
maturity date, using the rate to maturity for the fixed maturity option.

(c)We determine the current rate to maturity that applies on the withdrawal
date to new allocations to the same fixed maturity option.

(d)We determine the present value of the fixed maturity amount payable at
the maturity date, using the period determined in (b) and the rate
determined in (c).

(2)We determine the fixed maturity amount as of the current date.

(3)We subtract (2) from the result in (1)(d). The result is the market value
adjustment applicable to such fixed maturity option, which may be positive
or negative.

--------------------------------------------------------------------------------
YOUR MARKET ADJUSTED AMOUNT IS THE PRESENT VALUE OF THE MATURITY VALUE
DISCOUNTED AT THE RATE TO MATURITY IN EFFECT FOR NEW CONTRIBUTIONS TO THAT SAME
FIXED MATURITY OPTION ON THE DATE OF THE CALCULATION.
--------------------------------------------------------------------------------

For purposes of calculating the rate to maturity for new allocations to a fixed
maturity option (see (1)(c) above), we use the rate we have in effect for new
allocations to that fixed maturity option. We use this rate even if new
allocations to that option would not be accepted at that time. This rate will
not be less than 3%. If we do not have a rate to maturity in effect for a fixed
maturity option to which the "current rate to maturity" in (1)(c) would apply,
we will use the rate at the next closest maturity date. If we are no longer
offering new fixed maturity options, the "current rate to maturity" will be
determined in accordance with our procedures then in effect. We reserve the
right to add up to 0.25% to the current rate in (1)(c) above for purposes of
calculating the market value adjustment only.

ABOUT THE SEPARATE ACCOUNT FOR THE FIXED MATURITY OPTIONS

INVESTMENTS. Under New York Insurance law, the portion of the separate account
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 which applies, transfer all assets allocated to the separate account
to our general account. Also, we may, at our sole discretion, invest separate
account assets in any investment permitted by applicable law. We guarantee all
benefits relating to your account value in the fixed maturity options
regardless of whether assets supporting fixed maturity options are held in a
separate account or our general account.

We have no specific formula for establishing the rates to maturity for the
fixed maturity options. We expect the rates to be influenced by, but not
necessarily correspond to, among other things, the yields that we can expect to
realize on the separate account's investments from time to time. Our current
plans are to invest in fixed-income obligations, including corporate bonds,
mortgage-backed and asset-backed securities and government and agency issues
having durations in the aggregate consistent with those of the fixed maturity
options.

Although the above generally describes our plans for investing the assets
supporting our obligations under the fixed maturity options, we are not
obligated to invest those assets according to any particular plan except as we
may be required to by state insurance laws. We will not determine the rates to
maturity we establish by the performance of the nonunitized separate account.

ABOUT OUR GENERAL ACCOUNT

Our general obligations and any guaranteed benefits under the contract are
supported by AXA Equitable's general account and are subject to AXA Equitable's
claims paying ability. Assets in the general account are not segregated for the
exclusive benefit of any particular contract or obligation. General account
assets are also available to the insurer's general creditors and the conduct of
its routine business activities, such as the payment of salaries, rent and
other ordinary business expenses. For more information about AXA Equitable's
financial strength, you may review its financial statements and/or check its
current rating with one or more of the independent sources that rate insurance
companies for their financial strength and stability. Such ratings are subject
to change and have no bearing on the performance of the variable investment
options. You may also speak with your financial representative.

The general account is subject to regulation and supervision by the New York
State Department of Financial Services and to the insurance laws and
regulations of all jurisdictions where we are authorized to do business.
Interests under the contracts in the general account have not been registered
and are not required to be registered under the Securities Act of 1933 because
of exemptions and exclusionary provisions that apply. The general account is
not required to register as an investment company under the Investment Company
Act of 1940 and it is not registered as an investment company under the
Investment Company Act of 1940. The market value adjustment interests under the
contracts, which are held in a separate account, are issued by

MORE INFORMATION

AXA Equitable and are registered under the Securities Act of 1933. The contract
is a "covered security" under the federal securities laws.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in the prospectus for your information that relates
to the general account and the life contingent annuity. The disclosure,
however, may be subject to certain generally applicable provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses.

OTHER METHODS OF PAYMENT

WIRE TRANSMITTALS

We accept initial contributions sent by wire to our Processing Office by
agreement with certain broker-dealers. The 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" in "Other benefits and features of the contracts"
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
forwarded electronically. Where we require a signed application, no financial
transactions will be permitted until we receive the signed application and have
issued the contract.

After your contract has been issued, additional contributions under the life
annuity with a period certain contract may be transmitted by wire.

ABOUT PAYMENTS UNDER PERIOD CERTAIN CONTRACTS

The following example illustrates a ten-year level stream of annual payments,
each in the amount of $10,000, purchased on February 15, 2013 with the first
payment on February 15, 2014. To achieve this result, a single contribution of
$85,259.51 is required, and is allocated among the fixed maturity options as
indicated below.

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PRICE PER $100
FEBRUARY 15TH OF OF MATURITY ALLOCATION OF
CALENDAR YEAR PAYMENT VALUE CONTRIBUTION
--------------------------------------------------------------------------------------------------

2014 $10,000 $97.09 $ 9,708.74
--------------------------------------------------------------------------------------------------
2015 $10,000 $94.26 $ 9,425.96
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2016 $10,000 $91.51 $ 9,151.42
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2017 $10,000 $88.84 $ 8,884.15
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2018 $10,000 $86.25 $ 8,625.39
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2019 $10,000 $83.74 $ 8,374.16
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2020 $10,000 $81.30 $ 8,130.26
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2021 $10,000 $78.93 $ 7,892.81
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2022 $10,000 $76.63 $ 7,662.93
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2023 $10,000 $74.04 $ 7,403.70
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Total $85,259.51
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DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

BUSINESS DAY

.. If your contribution 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.

CONTRIBUTIONS

.. Contributions allocated to the fixed maturity options will receive the rate
to maturity in effect for that fixed maturity option on that business day.

.. Contributions allocated to the separate account to provide for payments off
maturity dates will receive the interest rate in effect on that business
day or the same rate as the rate to maturity that applied to the expired
fixed maturity option.

.. Contributions allocated to the life contingent annuity will be invested at
the purchase rates in effect on that business day. If you are purchasing
the Income Manager(R) (life with a period certain) option in connection
with your guaranteed minimum income benefit under certain contracts, you
should note that the purchase rates used are more conservative (and
therefore your payments may be smaller) than those we use for other Income
Manager(R) contracts.

STATUTORY COMPLIANCE

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 is likely to have a material adverse effect
upon our obligations under the contracts, or the distribution of the contracts.

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

The contracts may not be assigned except through surrender to us. They may not
be borrowed against or used as collateral for a loan or other obligation.

MORE INFORMATION

DISTRIBUTION OF THE CONTRACTS

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.

Under a distribution agreement between AXA Distributors, LLC, AXA Equitable,
and certain of AXA Equitable's separate accounts, including the separate
account that contains the fixed maturity options, AXA Equitable paid AXA
Distributors, LLC distribution fees of $575,594,540 in 2012, $562,732,447 in
2011 and $399,625,078 in 2010, as the distributor of certain contracts,
including these contracts, and as the principal underwriter of several AXA
Equitable separate accounts, including the separate account that contains the
fixed maturity options. Of these amounts for each of these three years, AXA
Distributors, LLC retained $16,167,554, $15,092,209 and $10,963,063,
respectively.

Pursuant to a Distribution and Servicing Agreement between AXA Advisors, AXA
Equitable and certain of AXA Equitable's separate accounts, including the
separate account that contains the fixed maturity options, AXA Equitable paid
AXA Advisors a fee of $325,380 for each of the years 2012, 2011 and 2010. AXA
Equitable paid AXA Advisors as the distributor for certain contracts, including
these contracts $630,130,187 in 2012, $529,410,549 in 2011 and $576,147,169 in
2010. Of these amounts, AXA Advisors retained $371,036,017, $268,084,019 and
$364,376,758, respectively.

Although AXA Equitable takes into account all of its distribution and other
costs in establishing the level of fees and charges under its contracts, none
of the compensation paid to the Distributors or the Selling broker-dealers
discussed in this section of the Prospectus are imposed as separate fees or
charges under your contract. AXA Equitable, however, intends to recoup amounts
it pays for distribution and other services through the fees and charges of the
contract and payments it receives for providing administrative, distribution
and other services to the Portfolios. For information about the fees and
charges under the contract, see "Fee table" and "Charges and expenses" earlier
in this Prospectus.

When a contract is sold by a Selling broker-dealer, the Selling broker-dealer,
not AXA Advisors, determines the compensation paid to the Selling
broker-dealer's financial professional for the sale of the contract. Therefore,
you should contact your financial professional for information about the
compensation he or she receives and any related incentives, as described
immediately below.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of contribution-based compensation and/or
asset-based compensation for the sale of an AXA Equitable contract than it pays
for the sale of a contract or other financial product issued by a company other
than AXA Equitable. This practice is known as providing "differential
compensation." Differential compensation may involve other forms of
compensation to AXA Advisors personnel. Certain components of the compensation
paid to managerial personnel are based on whether the sales involve AXA
Equitable contracts. Managers earn higher compensation (and credits toward
awards and bonuses) if the financial professionals they manage sell a higher
percentage of AXA Equitable contracts than products issued by other companies.
Other forms of compensation provided to its financial professionals include
health and retirement benefits, expense reimbursements, marketing allowances
and contribution-based payments, known as "overrides." For tax reasons, AXA
Advisors financial professionals qualify for health and retirement benefits
based solely on their sales of AXA Equitable contracts and products sponsored
by affiliates.

MORE INFORMATION

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays contribution-based and
asset-based compensation (together "compensation") to AXA Distributors.
Contribution-based compensation is paid based on AXA Equitable contracts sold
through AXA Distributor's Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributor's Selling broker-dealers. Contribution-based compensation will
generally not exceed 5.00% 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 the contract in combination with
annual asset-based compensation based on a percentage of the account value of
the contract sold. 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 Equitable also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of AXA Equitable's distribution
agreements with AXA Distributors.

ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA
Distributors may pay, out of its assets, certain Selling broker-dealers and
other financial intermediaries additional compensation in recognition of
services provided or expenses incurred. AXA Distributors may also pay certain
Selling broker-dealers or other financial intermediaries additional
compensation for enhanced marketing opportunities and other services (commonly
referred to as "marketing allowances"). Services for which such payments are
made may include, but are not limited to, the preferred placement of AXA
Equitable products on a company and/or product list; sales personnel training;
product training; business reporting; technological support; due diligence and
related costs; advertising, marketing and related services; conference; and/or
other support services, including some that may benefit the contract owner.
Payments may be based on the aggregate account value attributable to contracts
sold through a Selling broker-dealer or such payments may be a fixed amount.
AXA Distributors may also make fixed payments to Selling broker-dealers, for
example in connection with the initiation of a new relationship or the
introduction of a new product.

MORE INFORMATION

Meridian Financial Group
Merrill Lynch Life Agency Inc.
Morgan Keegan & Co., Inc.
Morgan Stanley Smith Barney
Multi-Financial Securities Corporation
National Planning Holdings, Inc.
Next Financial Group, Inc.
NFP Securities, Inc.
PNC Investments
Prime Capital Services
PrimeVest Financial Services, Inc.
Raymond James Financial Services
RBC Capital Markets Corporation
Robert W Baird & Company
Securities America, Inc.
Stifel, Nicolaus & Company, Inc.
Summit Brokerage Services, Inc
SunTrust Investments
The Advisor Group
Transamerica Financial Advisors, Inc.
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
Wells Fargo Network

MORE INFORMATION

7. Incorporation of certain documents by reference

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

AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2012 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the fixed maturity 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Appendix: Market value adjustment example

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

The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated
on February 15, 2013 to a fixed maturity option with a maturity date of
February 15, 2021 (eight years later) at a hypothetical rate to maturity of
7.00%(h), resulting in a maturity value of $171,882 on the maturity date. We
further assume that a withdrawal of $50,000, including any applicable
withdrawal charge, is made four years later on February 15, 2017/(a)/.

-------------------------------------------------------------------------------------------------------------------------
HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
FEBRUARY 15, 2017

--------------------------------------------
5.00% 9.00%

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

AS OF FEBRUARY 15, 2017 BEFORE WITHDRAWAL
(1) Market adjusted amount/(b)/ $141,389 $121,737
-------------------------------------------------------------------------------------------------------------------------
(2) Fixed maturity amount/(c)/ $131,104 $131,104
-------------------------------------------------------------------------------------------------------------------------
(3) Market value adjustment: (1) - (2) $ 10,285 $ (9,367)
-------------------------------------------------------------------------------------------------------------------------
ON FEBRUARY 15, 2017 AFTER $50,000 WITHDRAWAL
(4) Portion of market value adjustment associated with the withdrawal:
(3) x [$50,000/(1)] $ 3,637 $ (3,847)
-------------------------------------------------------------------------------------------------------------------------
(5) Portion of fixed maturity associated with the withdrawal: $50,000 - (4) $ 46,363 $ 53,847
-------------------------------------------------------------------------------------------------------------------------
(6) Market adjusted amount: (1) - $50,000 $ 91,389 $ 71,737
-------------------------------------------------------------------------------------------------------------------------
(7) Fixed maturity amount: (2) - (5) $ 84,741 $ 77,257
-------------------------------------------------------------------------------------------------------------------------
(8) Maturity value/(d)/ $111,099 $101,287
-------------------------------------------------------------------------------------------------------------------------

Notes:

(a)Number of days from the withdrawal date to the maturity date = D = 1,461

(b)Market adjusted amount is based on the following calculation:

Maturity value = $171,882 where j is either 5% or 9%
---------------- --------------------
(1+j)/(D/365)/ (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:

Maturity value = $171,882
---------------- -----------------------
(1+h)/(D/365)/ (1+0.07)/(1,461/365)/

(d)Maturity value is based on the following calculation:

Fixed maturity amount x (1+h)/(D/365) /= ($84,741 or $77,257) x
(1+0.07)/(1,461/365)/

I-1

APPENDIX: MARKET VALUE ADJUSTMENT EXAMPLE

Fixed Maturity Options Available Under Certain Accumulator(R) Contracts

PROSPECTUS DATED MAY 1, 2013

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

WHAT IS ACCUMULATOR(R)?

Accumulator(R) is a deferred annuity contract issued by AXA EQUITABLE LIFE
INSURANCE COMPANY. It provides for the accumulation of retirement savings and
for income. The contract offers income and death benefit protection. It 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, the
guaranteed interest option, fixed maturity options, or the account for special
dollar cost averaging ("investment options").

This Prospectus describes the fixed maturity options under certain Accumulator
contracts that are no longer sold.

WHAT ARE THE FIXED MATURITY OPTIONS?

The fixed maturity options are some of the investment options available under
certain Accumulator contracts. Please refer to your contract for details
regarding whether you are eligible for the fixed maturity options. As explained
in more detail in this Prospectus, each fixed maturity option has a maturity
date ranging from one to 10 years, and we pay interest at a stated rate if the
option is held to maturity. Under certain circumstances, such as withdrawals,
selection of annuity payout option or payment of a death benefit, we may make a
market value adjustment, which will increase or decrease any fixed maturity
amount you will have in that fixed maturity option.

This Prospectus describes the fixed maturity options available under the
following Accumulator(R) contracts, which are no longer sold:

.. Accumulator(R) Advisor/SM/

.. Accumulator(R)

.. Accumulator(R) (IRA, NQ, QP)

.. Accumulator(R) Plus/SM/

.. Accumulator(R) Elite/SM/

.. Accumulator(R) Select/SM/

.. Equitable Accumulator(R) Elite/SM/ II

.. Equitable Accumulator(R) Express/SM/

.. Equitable Accumulator(R) Select/SM/ II

.. Income Manager(R) Accumulator(R)

.. Income Manager(R) Rollover IRA

Not all features are available under each Accumulator(R) contract. Please refer
to your contract and contract prospectus.

This Prospectus does not describe the contract itself or the investment options
other than the fixed maturity options. Because the contract is no longer sold,
the Prospectus for the contract is no longer updated. For information about the
contract, you should consult the contract itself and the most recent prospectus
for the contract, which you may request by writing to our processing office at
500 Plaza Drive, 6th Floor, Secaucus, New Jersey 07094 or by calling
1-800-789-7771. For additional information regarding the variable investment
options, you should consult the most recent prospectuses for the portfolios
underlying the variable investment options. You may request prospectuses for
the portfolios underlying the variable investment options, which do not
accompany this Prospectus, by writing to or calling our processing office at
the address and number above.

(R-4/15)
#416983

Contents of this Prospectus

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

Who is AXA Equitable? 3
How to reach us 4

-------------------------------------------------------------
1. CONTRACT FEATURES AND BENEFITS 6
-------------------------------------------------------------
Overview 6
Contributions generally and limitations on contributions 6
What are your investment options under the contract? 6

-------------------------------------------------------------
2. DESCRIPTION OF THE FIXED MATURITY OPTIONS 7
-------------------------------------------------------------
Fixed maturity options 7
Rates to maturity and price per $100 of maturity value 8
How we determine the market value adjustment 8
Investments under the fixed maturity options 8
Allocating your contributions 9

-------------------------------------------------------------
3. DETERMINING YOUR CONTRACT'S VALUE 10
-------------------------------------------------------------
Your account value and cash value 10
Your contract's value in the fixed maturity options 10
Insufficient account value 10

-------------------------------------------------------------
4. TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 11
-------------------------------------------------------------
Transferring your account value 11
Disruptive transfer activity 11

-------------------------------------------------------------
5. ACCESSING YOUR MONEY 13
-------------------------------------------------------------
Withdrawing your account value 13
Fixed Annuity Payout Options 13

-------------------------------------------------------------
6. CHARGES AND EXPENSES 14
-------------------------------------------------------------

-------------------------------------------------------------
7. TAX INFORMATION 15
-------------------------------------------------------------
Overview 15
Partial annuitization 15
Individual retirement arrangements (IRAs) 15
Additional information relating to 1035 exchanges 15
Tax-sheltered annuity contracts (TSAs) 16

-------------------------------------------------------
8. MORE INFORMATION 19
-------------------------------------------------------
Dates and prices at which contract events occur 19
Distribution of the contracts 19
Guaranteed benefit offers 21

-------------------------------------------------------
9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 22
-------------------------------------------------------

-------------------------------------------------------
APPENDIX
-------------------------------------------------------

I -- Market value adjustment example I-1

-------------
"We," "our," and "us" refer to AXA Equitable.
When we address the reader of this Prospectus with words such as "you" and
"your," we mean the person who has 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.

CONTENTS OF THIS PROSPECTUS

Who is AXA Equitable?

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

WHO IS AXA EQUITABLE?

HOW TO REACH US

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

--------------------------------------------------------------------------------
REPORTS WE PROVIDE:

.. written confirmation of financial transactions;

.. statement of your contract values at the close of each calendar year, and
any calendar quarter in which there was a financial transaction; and
.. annual statement of your contract values as of the close of the contract
year, including notification of eligibility to exercise the Guaranteed
minimum income benefit.
--------------------------------------------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND ONLINE ACCOUNT ACCESS SYSTEMS:

.. your current account value;

.. your current allocation percentages;

.. the number of units you have in the variable investment options;

.. rates to maturity for the fixed maturity options;

.. the daily unit values for the variable investment options; and

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

You can also:

.. change your allocation percentages and/or transfer among the investment
options;

.. elect to receive certain contract statements electronically;

.. enroll in, modify or cancel a rebalancing program (through EQ Access only);

.. change your address (not available through TOPS);

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

.. access Frequently Asked Questions and Service Forms (not available through
TOPS).

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll free 1-888-909-7770. You may use
Online Account Access by visiting our website at www.axa-equitable.com. Of
course, for reasons beyond our control, these services may sometimes be
unavailable.

WHO IS AXA EQUITABLE?

--------------------------------------------------------------------------------
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 the following business days:

.. Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

.. Friday 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 telephone transfers by your financial professional
(available for all contracts distributed through AXA Distributors and for
all contracts sold after January 1, 2004 through AXA Advisors);

(2)conversion of a traditional IRA to a Roth Conversion IRA or Flexible Premium
Roth IRA contract;

(3)election of the automatic investment program;

(4)requests for loans under Rollover TSA contracts (employer or plan approval
required);

(5)spousal consent for loans under Rollover TSA contracts;

(6)requests for withdrawals or surrenders from Rollover TSA contracts (employer
or plan approval required)

(7)requests for withdrawals or surrenders from contracts with the Guaranteed
withdrawal benefit for life ("GWBL");

(8)tax withholding elections (see withdrawal request form);

(9)election of the Beneficiary continuation option;

(10)IRA contribution recharacterizations;

(11)Section 1035 exchanges;

(12)direct transfers and rollovers;

(13)exercise of the Guaranteed minimum income benefit;

(14)death claims;

(15)change in ownership (NQ only);

(16)purchase by, or change of ownership to, a nonnatural owner;

(17)enrollment in our "automatic required minimum distribution (RMD) service;"

(18)requests to opt out of or back into the annual ratchet of the Guaranteed
withdrawal benefit for life ("GWBL") benefit base;

(19)requests for enrollment in either our Maximum payment plan or Customized
payment plan under the Guaranteed withdrawal benefit for life ("GWBL");

(20)transfers into and among the investment options; and

(21)withdrawal requests.

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

(1)beneficiary changes;

(2)contract surrender;

(3)general dollar cost averaging (including the fixed dollar and interest sweep
options);

(4)special dollar cost averaging; and

(5)12 month dollar cost averaging.

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

(1)automatic investment program;

(2)general dollar cost averaging (including the fixed dollar and interest sweep
options);

(3)special dollar cost averaging;

(4)12 month dollar cost averaging;

(5)substantially equal withdrawals;

(6)systematic withdrawals; and

(7)the date annuity payments are to begin.

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

SIGNATURES:

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

WHO IS AXA EQUITABLE?

1. Contract features and benefits

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

OVERVIEW

This Prospectus describes the fixed maturity options available under the
following Accumulator contracts, which are no longer sold:

.. Accumulator(R) Advisor/SM/

.. Accumulator(R)

.. Accumulator(R) (IRA, NQ, QP)

.. Accumulator(R) Plus/SM/

.. Accumulator(R) Elite/SM/

.. Accumulator(R) Select/SM/

.. Equitable Accumulator(R) Elite/SM/ II

.. Equitable Accumulator(R) Express/SM/

.. Equitable Accumulator(R) Select/SM/ II

.. Income Manager(R) Accumulator(R)

.. Income Manager(R) Rollover IRA

This Prospectus does not describe the contract itself or the investment options
other than the fixed maturity options.

Because the contract is no longer sold, the prospectus for the contract is no
longer updated. For information about the contract, you should consult the
contract itself and the most recent prospectus for the contract, which you may
request by writing to our processing office at 500 Plaza Drive, 6th Floor,
Secaucus, New Jersey 07094 or by calling 1-800-789-7771. In this Prospectus, we
refer to the most recent prospectus for your contract, which may include
supplements, as your "contract prospectus."

For additional information regarding the variable investment options, you
should consult the most recent prospectuses for the portfolios underlying the
variable investment options. You may request that information by writing to or
calling our processing office at the address and number above.

CONTRIBUTIONS GENERALLY AND LIMITATIONS ON CONTRIBUTIONS

We currently continue to accept contributions to: (i) QP contracts; and (ii)
all contracts, except TSA contracts, issued in the state of Maryland.
Information regarding contributions in this section is for the benefit of
contract owners currently eligible to continue making contributions to the
contracts. Additional contributions may not be permitted in your state. Please
see your contract or contract prospectus to see if additional contributions are
permitted in your state.

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. Further, we may at any time exercise our rights to
limit or terminate your contributions to the fixed maturity options.

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

If permitted in your state, and subject to limitations noted below, and as
described in your contract and contract prospectus, you may currently make
additional contributions.

We currently limit aggregate contributions on your contract made after the
first contract year to 150% of first-year contributions (the "150% limit").
Even if the aggregate contributions on your contract do not exceed the 150%
limit, we currently do not accept any contribution if: (i) the aggregate
contributions under one or more Accumulator(R) series contracts with the same
owner or annuitant would then total more than $1,500,000 ($500,000 for the same
owner or annuitant who is age 81 and older at contract issue); 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 that
we determine, including elected benefits, issue age, aggregate contributions,
variable investment option allocations and selling broker-dealer compensation.
At any time upon advance notice to you, we can reduce or increase these
contribution limitations. These and other contribution limitations may not be
applicable in your state.

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

Please see your contract and contract prospectus for more information regarding
contributions generally, including minimum contribution requirements,
permissible sources of contributions, and limitations on contributions.

Please see your contract and contract prospectus for information regarding the
procedure for making contributions under your contract.

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

See your contract and contract prospectus for information regarding your
investment options.

CONTRACT FEATURES AND BENEFITS

2. Description of the fixed maturity options

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

FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates ranging from one to ten
years. We will not accept allocations to a fixed maturity option if, on the
date the contribution, rollover from a maturing FMO, or transfer is to be
applied, the rate to maturity is 3%. This means that, at any given time, we may
not offer fixed maturity options with all ten possible maturity dates. You can
allocate your contributions to one or more of these fixed maturity options,
however, you may not have more than 12 different maturities running during any
contract year. This limit includes any maturities that have had any allocation
or transfers even if the entire amount is withdrawn or transferred during the
contract year. These amounts become part of a non-unitized separate account.
Interest is earned at a guaranteed rate we set for each fixed maturity option,
based on our discretion and according to our procedures ("rate to maturity").
The total amount you allocate to and accumulate in each fixed maturity option
is called the "fixed maturity amount."

Under the Special 10 year fixed maturity option, additional contributions will
have the same maturity date as your initial contribution. The rate to maturity
you will receive for each additional contribution is the rate to maturity in
effect for new contributions allocated to that fixed maturity option on the
date we apply your contribution.

FIXED MATURITY OPTIONS AND MATURITY DATES. We offer fixed maturity options with
maturity dates ranging from one to ten years. Not all of these fixed maturity
options will be available for annuitant ages 76 and older. See "Allocating your
contributions" below.

Each new contribution is applied to a new fixed maturity option. A 60-day rate
lock-in applied from the date that the application was signed. Any
contributions received and designated for a fixed maturity option during this
period receive the then current fixed maturity option rate or the rate that was
in effect on the date that the application was signed, whichever is greater.
There is no rate lock available for subsequent contributions to the contract
after the 60 days, transfers from any of the variable investment options or the
guaranteed interest option into a fixed maturity option or transfers from one
fixed maturity option to another.

YOUR CHOICES AT THE MATURITY DATE. We will notify you between 15 and 45 days
before each of your fixed maturity options is scheduled to mature. At that
time, you may choose to have one of the following take place on the maturity
date, as long as none of the restrictive conditions listed in "Allocating your
contributions," below would apply:

(a)transfer the maturity value into another available fixed maturity option,
any of the variable investment options or the guaranteed interest option; or

(b)withdraw the maturity value (there may be a withdrawal charge).

MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender of your contract, or when we make deductions for charges) from a
fixed maturity option before it matures we will make a market value adjustment,
which will increase or decrease any fixed maturity amount you have in that
fixed maturity option. A market value adjustment will also apply if amounts in
a fixed maturity option are used to purchase any annuity payment option prior
to the maturity date and may apply on payment of a death benefit. The market
value adjustment, positive or negative, resulting from a withdrawal or transfer
(including a deduction for withdrawal charges) of a portion of the amount in
the fixed maturity option will be a percentage of the market value adjustment
that would apply if you were to withdraw the entire amount in that fixed
maturity option. The market value adjustment applies to the amount remaining in
a fixed maturity option and does not reduce the actual amount of a withdrawal.
The amount applied to an annuity payout option will reflect the application of
any applicable market value adjustment (either positive or negative). We only
apply a positive market value adjustment to the amount in the fixed maturity
option when calculating any death benefit proceeds under your contract. The
amount of the adjustment will depend on two factors:

(b)the length of time remaining until the maturity date.

DESCRIPTION OF THE FIXED MATURITY OPTIONS

RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE

Fixed maturity option rates are determined daily. The rates in the tables below
are illustrative only and will most likely differ from the rates applicable at
time of purchase. Current fixed maturity option rates can be obtained from your
financial professional.

The daily rates to maturity for new allocations as of February 15, 2013 and the
related price per $100 of maturity value were as shown below:

2014 3.00%/(1)/ $97.09
-------------------------------------------------------
2015 3.00%/(1)/ $94.26
-------------------------------------------------------
2016 3.00%/(1)/ $91.51
-------------------------------------------------------
2017 3.00%/(1)/ $88.84
-------------------------------------------------------
2018 3.00%/(1)/ $86.25
-------------------------------------------------------
2019 3.00%/(1)/ $83.74
-------------------------------------------------------
2020 3.00%/(1)/ $81.30
-------------------------------------------------------
2021 3.00%/(1)/ $78.93
-------------------------------------------------------
2022 3.00%/(1)/ $76.63
-------------------------------------------------------
2023 3.10% $73.68
-------------------------------------------------------

(1)Since these rates to maturity are 3%, no amounts could have been allocated
to these options.

The rates to maturity for new allocations as of February 15, 2013 and the
related price per $100 of maturity value were as shown below:

---------------------------------------------------------
FIXED MATURITY
OPTIONS WITH
FEBRUARY 15TH
MATURITY DATE OF RATE TO MATURITY AS PRICE PER $100 OF
MATURITY YEAR OF FEBRUARY 15, 2013 MATURITY VALUE
---------------------------------------------------------

2014 3.00%/(1)/ $97.09
---------------------------------------------------------
2015 3.00%/(1)/ $94.26
---------------------------------------------------------
2016 3.00%/(1)/ $91.51
---------------------------------------------------------
2017 3.00%/(1)/ $88.84
---------------------------------------------------------
2018 3.00%/(1)/ $86.25
---------------------------------------------------------
2019 3.00%/(1)/ $83.74
---------------------------------------------------------
2020 3.00%/(1)/ $81.30
---------------------------------------------------------
2021 3.00%/(1)/ $78.93
---------------------------------------------------------
2022 3.00%/(1)/ $76.63
---------------------------------------------------------
2023 3.05% $74.04
---------------------------------------------------------

(1)Since these rates to maturity are 3%, no amounts could have been allocated
to these options.
HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT

We use the following procedure to calculate the market value adjustment
(positive or negative) we make if you withdraw any of your value from a fixed
maturity option before its maturity date.

(1)We determine the market adjusted amount on the date of the withdrawal as
follows:

(a)We determine the fixed maturity amount that would be payable on the
maturity date, using the rate to maturity for the fixed maturity option.

(d)We determine the present value of the fixed maturity amount payable at
the maturity date, using the period determined in (b) and the rate
determined in (c).

(2)We determine the fixed maturity amount as of the current date.

(3)We subtract (2) from the result in (1)(d). The result is the market value
adjustment applicable to such fixed maturity option, which may be positive
or negative.

If you withdraw only a portion of the amount in a fixed maturity option, the
market value adjustment will be a percentage of the market value adjustment
that would have applied if you had withdrawn the entire value in that fixed
maturity option. This percentage is equal to the percentage of the value in the
fixed maturity option that you are withdrawing. Any withdrawal charges that are
deducted from a fixed maturity option will result in a market value adjustment
calculated in the same way. See Appendix I at the end of this Prospectus for an
example.

For purposes of calculating the rate to maturity for new allocations to a fixed
maturity option (see (1)(c) above), we use the rate we have in effect for new
allocations to that fixed maturity option. We use this rate even if new
allocations to that option would not be accepted at that time. This rate will
not be less than 3%. If we do not have a rate to maturity in effect for a fixed
maturity option to which the "current rate to maturity" in (1)(c) would apply,
we will use the rate at the next closest maturity date. If we are no longer
offering new fixed maturity options, the "current rate to maturity" will be
determined by using a widely published index. We reserve the right to add up to
0.25% to the current rate in (1)(c) above for purposes of calculating the
market value adjustment only.

INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

Amounts allocated to the fixed maturity options are held in a "non-unitized"
separate account we have established under the New York

DESCRIPTION OF THE FIXED MATURITY OPTIONS

Insurance Law. This separate account provides an additional measure of
assurance that we will make full payment of amounts due under the fixed
maturity options. 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
fixed maturity options, regardless of whether assets supporting fixed maturity
options are held in a separate account or our general account.

ALLOCATING YOUR CONTRIBUTIONS

If the annuitant is age 76-80, you may allocate contributions to fixed maturity
options with maturities of seven years or less. If the annuitant is age 81 or
older, you may allocate contributions to fixed maturity options with maturities
of five years or less. Also, you may not allocate amounts to fixed maturity
options with maturity dates that are later than the date annuity payments are
to begin.

Please refer to your contract and contract prospectus for more details
regarding allocating your contributions.

DESCRIPTION OF THE FIXED MATURITY OPTIONS

3. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the values you have in: (i) the variable
investment options; (ii) the guaranteed interest option; (iii) market adjusted
amounts in the fixed maturity options; (iv) the account for special dollar cost
averaging; and (v) the loan reserve account (applies for Rollover TSA contracts
only).

Please refer to your contract and contract prospectus for more details
regarding determining the values that you have in the variable investment
options, guaranteed interest option, account for special dollar cost averaging,
and the loan reserve account.

YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

INSUFFICIENT ACCOUNT VALUE

If your account value in the variable investment options and the fixed maturity
options is insufficient to pay the annual administrative charge, or any
applicable charges for the guaranteed benefits, and you have no account value
in the guaranteed interest option, your contract will terminate without value,
and you will lose any applicable guaranteed benefits. See "Charges and
expenses" later in this Prospectus. However, in certain circumstances, even if
your account value falls to zero, your applicable guaranteed benefits, if any,
will still have value. For more information, consult your contract and most
recent prospectus for your contract.

DETERMINING YOUR CONTRACT'S VALUE

4. Transferring your money among investment options

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

TRANSFERRING YOUR ACCOUNT VALUE

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

.. You may not transfer any amount to the account for special dollar cost
averaging.

.. You may not transfer to a fixed maturity option that has a rate to maturity
of 3%.

.. If you make transfers out of a fixed maturity option other than at its
maturity date, the transfer may cause a market value adjustment and affect
your Guaranteed Principal Benefit ("GPB").

.. No transfers are permitted into the Special 10 year fixed maturity option.

.. Under certain contracts, a transfer into the guaranteed interest option
will not be permitted if such transfer would result in more than 25% of the
annuity account value being allocated to the guaranteed interest option,
based on the annuity account value as of the previous business day.

In addition, we reserve the right to restrict transfers among variable
investment options, including limitations on the number, frequency, or dollar
amount of transfers. Our current transfer restrictions are set forth in the
"Disruptive transfer activity" section below.

Under certain contracts, the maximum amount that may be transferred from the
guaranteed interest option to any investment option (including amounts
transferred pursuant to the fixed-dollar option and the interest sweep option
dollar cost averaging programs described under "Allocating your contributions"
in "Contract features and benefits" earlier in this Prospectus) in any contract
year is the greatest of:

(a)25% of the amount you have in the guaranteed interest option on the last
day of the prior contract year; or

(b)the total of all amounts transferred at your request from the guaranteed
interest option to any of the investment options in the prior contract
year; or

From time to time, we may remove the restrictions regarding transferring
amounts out of the guaranteed interest option. If we do so, we will tell you.
We will also tell you at least 45 days in advance of the day that we intend to
reimpose the transfer restrictions. When we reimpose the transfer restrictions,
if any dollar cost averaging transfer out of the guaranteed interest option
causes a violation of the 25% out-bound restriction, that dollar cost averaging
program will be terminated for the current contract year. A new dollar cost
averaging program can be started in the next or subsequent contract years.

Please see "Allocating your contributions" in "Description of the fixed
maturity options" for more information about your role in managing your
allocations.

DISRUPTIVE TRANSFER ACTIVITY

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

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

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

When a contract owner is identified in connection with potentially disruptive
transfer activity 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 a trust may change the definition of potentially
disruptive transfer activity, the monitoring procedures and thresholds, any
notification procedures, and the procedures to restrict this activity. Any new
or revised policies and procedures will apply to all contract owners uniformly.
We do not permit exceptions to our policies restricting disruptive transfer
activity.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

5. Accessing your money

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

WITHDRAWING YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract withdrawals on a pro rata basis
from your value in the variable investment options and the guaranteed interest
option. If there is insufficient value or no value in the variable investment
options and guaranteed interest option, any additional amount of the withdrawal
required or the total amount of the withdrawal will be withdrawn from the fixed
maturity options (other than the Special 10 year fixed maturity option) in the
order of the earliest maturity date(s) first. If the fixed maturity option
amounts are insufficient, we will deduct all or a portion of the withdrawal
from the account for special dollar cost averaging. If such amounts are still
insufficient, we will deduct any remaining portion from the Special 10 year
fixed maturity option. A market value adjustment will apply to withdrawals from
the fixed maturity options (including the Special 10 year fixed maturity
option).

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 this 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.

Please refer to your contract and contract prospectus for more information
regarding withdrawing value from your contract.

--------------------------------------------------------------------------------
ALL REQUESTS FOR WITHDRAWALS MUST BE MADE ON A SPECIFIC FORM THAT WE PROVIDE.
PLEASE SEE "HOW TO REACH US" UNDER "WHO IS AXA EQUITABLE?" EARLIER IN THIS
PROSPECTUS FOR MORE INFORMATION.
--------------------------------------------------------------------------------

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments 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.

Please refer to your contract and contract prospectus for more information
regarding payout options.

ACCESSING YOUR MONEY

6. Charges and expenses

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

Withdrawal charges may apply to any withdrawal from your contract, including a
withdrawal from a fixed maturity option.

For more information regarding withdrawal charges and other charges applicable
to your contract, please refer to your contract and contract prospectus.

CHARGES AND EXPENSES

7. Tax information

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

OVERVIEW

The following information updates pertinent aspects of the "Tax information"
section in your contract prospectus. In this part of the Prospectus, we discuss
the current federal income tax rules that generally apply to contracts owned by
United States individual taxpayers. The tax rules can differ, depending on the
type of contract, whether NQ, traditional IRA, Roth IRA, QP or TSA. 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.

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 making additional contributions.

PARTIAL ANNUITIZATION

A non-qualified deferred annuity contract is treated as being partially
annuitized if a portion of the contract is applied to an annuity payout option
on a life-contingent basis or for a period certain of at least 10 years. In
order to get annuity payment tax treatment for the portion of the contract
applied to the annuity pay-out, payments must be at least annually in
substantially equal amounts, the payments must be designed to amortize the
amount applied over life or the period certain, and the payments cannot be
stopped, except by death or surrender (if permitted under the terms of the
contract). The investment in the contract is split between the partially
annuitized portion and the deferred amount remaining based on the relative
values of the amount applied to the annuity payout and the deferred amount
remaining at the time of the partial annuitization. Also, the partial
annuitization has its own annuity starting date.

ADDITIONAL TAX ON NET INVESTMENT INCOME

INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS)

For current information regarding IRAs you can read Internal Revenue Service
Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication
is usually updated annually, and can be obtained from any IRS district office
or the IRS website (www.irs.gov).

Certain distributions from IRAs directly transferred to charitable
organizations may be tax-free to IRA owners age 70 1/2 or older if made by
December 31, 2013.

ADDITIONAL INFORMATION RELATING TO 1035 EXCHANGES

CONVERSION ROLLOVER CONTRIBUTIONS TO ROTH IRAS

TAX INFORMATION

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.

REQUIRED MINIMUM DISTRIBUTIONS AT DEATH

Same as traditional IRA under "What are the required minimum distribution
payments after you die?" in your contract prospectus, assuming death before the
Required Beginning Date.

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL; FINAL REGULATIONS UNDER SECTION 403(B)

This section reflects our current understanding of some of the special federal
income tax rules applicable to annuity contracts used to fund employer plans
under Section 403(b) of the Internal Revenue Code. We refer to these contracts
as "403(b) annuity contracts" or "Tax Sheltered Annuity" contracts ("TSAs").
The discussion in this section generally assumes that a TSA has 403(b) contract
status or qualifies as a 403(b) contract. In 2007, the IRS and the Treasury
Department published final Treasury Regulations under Section 403(b) of the
Code ("2007 Regulations"). As a result, there are significant revisions to the
establishment and operation of plans and arrangements under Section 403(b) of
the Code, and the contracts issued to fund such plans. The 2007 Regulations
raise a number of questions as to the effect of the 2007 Regulations on TSAs
issued prior to the effective date of the 2007 Regulations. The IRS has issued
guidance intended to clarify some of these questions, and may issue further
guidance in future years. Due to the Internal Revenue Service and Treasury
regulatory changes in 2007 which became fully effective on January 1, 2009,
contracts issued prior to September 25, 2007 which qualified as 403(b)
contracts under the rules at the time of issue may lose their status as 403(b)
contracts or have the availability of transactions under the contract
restricted as of January 1, 2009 unless the individual's employer or the
individual take certain actions. Please consult your tax adviser regarding the
effect of these rules (which may vary depending on the owner's employment
status, plan participation status, and when and how the contract was acquired)
on your personal situation.

CONTRIBUTIONS TO THE ACCUMULATOR(R) SERIES TSA CONTRACTS

DISTRIBUTIONS FROM TSAS

TAX INFORMATION

WITHDRAWAL RESTRICTIONS. AXA Equitable treats all amounts under an
Accumulator(R) TSA contract as not eligible for withdrawal until:

.. the owner is severed from employment with the employer who provided the
funds used to purchase the TSA contract;

.. the owner dies; or

.. the plan under which the Accumulator(R) TSA contract is pur chased is
terminated.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSA contracts are generally
not subject to federal income tax until benefits are distributed. Distributions
include withdrawals from your TSA contract and annuity payments from your TSA
contract. Death benefits paid to a beneficiary are also taxable distributions.
Unless an exception applies, amounts distributed from TSA contracts are
includible in gross income as ordinary income. Distributions from TSA contracts
may be subject to 20% federal income tax withholding described under "Federal
and state income tax withholding and information reporting" in the "Tax
Information" section of the Prospectus. In addition, TSA contract distributions
may be subject to additional tax penalties.

If you have made after-tax contributions, you will have a tax basis in your TSA
contract, which will be recovered tax-free. Since AXA Equitable does not accept
after-tax funds to an Accumulator(R) TSA contract, we do not track your
investment in the TSA contract, if any. We will report all distributions from
TSA contracts as fully taxable. You will have to determine how much of the
distribution is taxable.

ANNUITY PAYMENTS. Annuitization payments that are based on life or life
expectancy are considered annuity payments for income tax purposes. If you
elect an annuity payout option, you will recover any investment in the TSA
contract as each payment is received by dividing the investment in the TSA
contract by an expected return determined under an IRS table prescribed for
qualified annuities. The amount of each payment not excluded from income under
this exclusion ratio is fully taxable. The full amount of the payments received
after your investment in the TSA contract is recovered is fully taxable. If you
(and your beneficiary under a joint and survivor annuity) die before recovering
the full investment in the TSA contract, a deduction is allowed on your (or
your beneficiary's) final tax return.

EFFECT OF 2007 REGULATIONS ON LOANS FROM TSAS

If loans are available:

.. The amount of a loan to a participant, when combined with all other loans
to the participant from all qualified plans of the employer, cannot exceed
the lesser of:

(1)The greater of $10,000 or 50% of the participant's nonforfeitable accrued
benefits; and

(2)$50,000 reduced by the excess (if any) of the highest outstanding loan
balance over the previous 12 months over the outstanding loan balance of
plan loans on the date the loan was made.

.. In general, the term of the loan cannot exceed five years unless the loan
is used to acquire the participant's primary residence. Accumulator(R) TSA
contracts have a term limit of ten years for loans used to acquire the
participant's primary residence.

The amount borrowed and not repaid may be treated as a distribution if:

.. the loan does not qualify under the conditions above;

.. the participant fails to repay the interest or principal when due; or

.. in some instances, the participant separates from service with the employer
who provided the funds or the plan is terminated.

TAX INFORMATION

calculating any subsequent loans which may be made under any plan of the same
employer, a defaulted loan which has not been fully repaid is treated as still
outstanding, even after the default is reported to the IRS on Form 1099-R. The
amount treated as still outstanding (which limits subsequent loans) includes
interest accruing on the unpaid balance.

TAX-DEFERRED ROLLOVERS AND FUNDING VEHICLE TRANSFERS. You may roll over an
"eligible rollover distribution" from a 403(b) annuity contract into another
eligible retirement plan which agrees to accept the roll-over. The rollover may
be a direct rollover or one you do yourself within 60 days after you receive
the distribution. To the extent rolled over, a distribution remains
tax-deferred.

Direct transfers from one 403(b) annuity contract to another (whether under a
plan-to-plan transfer, or contract exchange under the same 403(b) plan, are not
distributions.

REQUIRED MINIMUM DISTRIBUTIONS

The required minimum distribution rules applicable to 403(b) annuity contracts
are generally the same as those applicable to traditional IRAs with these
differences:

.. 403(b) plan participants may also delay the start of required minimum
distributions to age 75 for the portion of their account value attributable
to their December 31, 1986 TSA contract account 1 We balance, even if
retired at age 70 1/2. will know whether or not you qualify for this
exception because it only applies to individuals who established their
Accumulator(R) TSA contract by direct Revenue Ruling 90-24 transfer prior
to September 25, 2007, or by a contract exchange or a plan-to-plan exchange
approved under the employer's plan after that date. If you do not give us
the amount of your December 31, 1986, account balance that is being
transferred to the Accumulator(R) TSA contract on the form used to
establish the TSA contract, you do not qualify.

SPOUSAL CONSENT RULES

Your employer will tell us on the form used to establish the TSA contract
whether or not you need to get spousal consent for loans, withdrawals or other
distributions. If you do, you will need such consent if you are married when
you request a withdrawal under the TSA contract. In addition, unless you elect
otherwise with the written consent of your spouse, the retirement benefits
payable under the plan must be paid in the form of a qualified joint and
survivor annuity. A qualified joint and survivor annuity is payable for the
life of the annuitant with a survivor annuity for the life of the spouse in an
amount not less than one-half of the amount payable to the annuitant during his
or her lifetime. In addition, if you are married, the beneficiary must be your
spouse, unless your spouse consents in writing to the designation of another
beneficiary.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to 1
distributions from a TSA contract before you reach age 59 1/2. This is in
addition to any income tax. There are exceptions to the extra penalty 1 penalty
tax. Some of the available exceptions to the pre-age 59 1/2 include
distributions made:

.. on or after your death; or

.. because you are disabled (special federal income tax definition); or

.. to pay for certain extraordinary medical expenses (special federal income
tax definition); or

.. in any form of payout after you have separated from service (only if the
separation occurs during or after the calendar year you reach age 55); or

TAX INFORMATION

8. More information

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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 and your contract
and contract prospectus may describe circumstances that may cause exceptions.
We generally do not repeat those exceptions below.

BUSINESS DAY

.. 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.

.. If you have a recurring transaction set to occur on the same day of the
month as your contract date anniversary and that date is the 29th, 30th or
31st of the month, then that transaction will occur on the 1st day of the
next month.

.. If we have entered into an agreement with your broker-dealer for automated
processing of contributions and/or transfers upon receipt of customer
order, your contribution and/or transfer will be considered received at the
time your broker-dealer receives your contribution and/or transfer 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
receiving the contribution and/or transfer. Such arrangements may apply to
initial contributions, subsequent contributions, and/or transfers, 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 AND TRANSFERS TO A FIXED MATURITY OPTION

.. Contributions allocated to a fixed maturity option will receive the rate to
maturity in effect for that fixed maturity option on that business day
(unless a rate lock-in is applicable).

.. Transfers to a fixed maturity option will be based on the rate to maturity
in effect for that fixed maturity option on the business day of the
transfer.

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 No. 49 and
Separate Account 45, respectively. 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.

Although AXA Equitable takes into account all of its distribution and other
costs in establishing the level of fees and charges under its contracts, none
of the compensation paid to the Distributors or the Selling broker-dealers
discussed in this section of the Prospectus are imposed as separate fees or
charges under your contract. AXA Equitable, however, intends to recoup amounts
it pays for distribution and other services through the fees and charges of the
contract and payments it receives for providing administrative, distribution
and other services to the Portfolios. For information about the fees and
charges under the contract, see "Fee table" and "Charges and expenses" earlier
in this Prospectus.

MORE INFORMATION

When a contract is sold by a Selling broker-dealer, the Selling broker-dealer,
not AXA Advisors, determines the amount and type of compensation paid to the
Selling broker-dealer's financial professional for the sale of the contract.
Therefore, you should contact your financial professional for information about
the compensation he or she receives and any related incentives, as described
below.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of contribution-based compensation and/or
asset-based compensation for the sale of an AXA Equitable contract than it pays
for the sale of a contract or other financial product issued by a company other
than AXA Equitable. This practice is known as providing "differential
compensation." Differential compensation may involve other forms of
compensation to AXA Advisors personnel. Certain components of the compensation
paid to managerial personnel are based on whether the sales involve AXA
Equitable contracts. Managers earn higher compensation (and credits toward
awards and bonuses) if the financial professionals they manage sell a higher
percentage of AXA Equitable contracts than products issued by other companies.
Other forms of compensation provided to its financial professionals, which
include health and retirement benefits, expense reimbursements, marketing
allowances and contribution-based payments, known as "overrides." For tax
reasons, AXA Advisors financial professionals qualify for health and retirement
benefits based solely on their sales of AXA Equitable contracts and products
sponsored by affiliates.

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays contribution-based and
asset-based compensation (together "compensation") to AXA Distributors.
Contribution-based compensation is paid based on AXA Equitable contracts sold
through AXA Distributor's Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributor's Selling broker-dealers. Contribution-based compensation will
generally not exceed 7.50% 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 the contract in combination with
annual asset-based compensation of up to 1.25% of the account value of the
contract sold. 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 Equitable also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of AXA Equitable's distribution
agreements with AXA Distributors.

ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA
Distributors may pay, out of its assets, certain Selling broker-dealers and
other financial intermediaries additional compensation in recognition of
services provided or expenses incurred. AXA Distributors may also pay certain
Selling broker-dealers or other financial intermediaries additional
compensation for enhanced marketing opportunities and other services (commonly
referred to as "marketing allowances"). Services for which such payments are
made may include, but are not limited to, the preferred placement of AXA
Equitable products on a company and/or product list; sales personnel training;
product training; business reporting; technological support; due diligence and
related costs; advertising, marketing and related services; conference; and/or
other support services, including some that may benefit the contract owner.
Payments may be based on the aggregate account value attributable to contracts
sold through a Selling broker-dealer or such payments may be a fixed amount.
AXA Distributors may also make fixed payments to Selling broker-dealers, for
example in connection with the initiation of a new relationship or the
introduction of a new product.

Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of AXA Equitable products, AXA

MORE INFORMATION

Distributors may increase the sales compensation paid to the Selling
broker-dealer for a period of time (commonly referred to as "compensation
enhancements").

GUARANTEED BENEFIT OFFERS

MORE INFORMATION

9. Incorporation of certain documents by reference

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

AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2012 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the fixed maturity 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Appendix I: Market value adjustment example

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

The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated
on February 15, 2013 to a fixed maturity option with a maturity date of
February 15, 2021 (eight years later) at a hypothetical rate to maturity of
7.00% ("h" in the calculations below), resulting in a maturity value of
$171,882 on the maturity date. We further assume that a withdrawal of $50,000,
including any applicable withdrawal charge, is made four years later on
February 15, 2017(a).

---------------------------------------
5.00% 9.00%

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

Notes:

(a)Number of days from the withdrawal date to the maturity date = D = 1,461

(b)Market adjusted amount is based on the following calculation:

Maturity value = $171,882 where j is either 5% or 9%
----------------------- -----------------------------
(1+j)/(D/365)/ (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value = $171,882
----------------------- -----------------------------
(1+h)/(D/365)/ (1+0.07)/(1,461/365)/

(d)Maturity value is based on the following calculation:

Fixed maturity amount x (1+h)/(D/365) / = ($84,741 or $77,257) x (1+0.07)/(1,461/365) /

I-1

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE

AXA Equitable Life Insurance Company

SUPPLEMENT DATED MAY 1, 2013 TO PROSPECTUSES FOR ACCUMULATOR(R)

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

This Supplement updates certain information in the most recent prospectus and
statement of additional information you received for any of the products listed
above, and in any Supplements to that prospectus and statement of additional
information. The Appendix sets forth the dates of such prior prospectuses,
statements of additional information and supplements, which, in addition to
this Supplement, should be kept for future reference. All prospectuses,
statements of additional information and supplements listed in Appendix I are
hereby incorporated by reference.

Together, the most recent prospectus and this Supplement are disclosure
documents that describe all of the contract's material features, benefits,
rights and obligations, as well as other information. The description of the
contract's material provisions in that prospectus and this Supplement are
current as of their respective dates. If certain material provisions under the
contract are changed after the date of that prospectus in accordance with the
contract, those changes will be described in this Supplement or another
supplement. You should read this Supplement in conjunction with your most
recent prospectus. The contract should also be read carefully.

We have filed with the Securities and Exchange Commission (SEC) our Statement
of Additional Information (SAI) dated May 1, 2013. If you do not presently have
a copy of the prospectus and prior Supplements, you may obtain additional
copies, as well as a copy of the SAI, from us, free of charge, by writing to
AXA Equitable, P.O. Box 1547, Secaucus, NJ 07096-1547, or calling
(800) 789-7771. If you only need a copy of the SAI, you may mail in the SAI
request form located at the end of this Supplement. The SAI has been
incorporated by reference into this Supplement. This Supplement and the SAI can
also be obtained from the SEC's website at www.sec.gov.

In this Supplement, we provide information on the following: (1) how to reach
us; (2) investment options; (3) special service charges; (4) the Trusts' annual
expenses and expense example; (5) important information about your guaranteed
benefits; (6) partial annuitization; (7) tax information; (8) updated
information on AXA Equitable; (9) how you can contribute to your contract;
(10) managing your allocations; (11) disruptive transfer activity; (12) wire
transmittals and electronic applications information; (13) certain information
about our business day; (14) your contract date and contract date anniversary;
(15) legal proceedings; (16) distribution of the contracts; (17) your annuity
payout options; (18) incorporation of certain documents by reference;
(19) financial statements; (20) condensed financial information; and
(21) hypothetical illustrations.

#416985

(1)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

.. written confirmation of financial transactions;

.. statement of your contract values at the close of each calendar year and
any calendar quarter in which there was a financial transaction; and

.. annual statement of your contract values as of the close of the contract
year, including notification of eligibility to exercise the guaranteed
minimum income benefit, if applicable.
--------------------------------------------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT ("TOPS") AND ONLINE ACCOUNT

.. your current account value;

.. your current allocation percentages;

.. the number of units you have in the variable investment options;

.. rates to maturity for the fixed maturity options;

.. the daily unit values for the variable investment options; and

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

You can also:

.. change your allocation percentages and/or transfer among the investment
options;

.. elect to receive certain contract statements electronically;

.. enroll in, modify or cancel a rebalancing program (through Online Account
Access only);

.. change your address (not available through TOPS);

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

.. access Frequently Asked Questions and Service Forms (not available through
TOPS).

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll free 1-888-909-7770. You may use
Online Account Access by visiting our website at www.axa-equitable.com. 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 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.

--------------------------------------------------------------------------------
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 the following business days:

.. Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

.. Friday from 8:30 a.m. until 5:30 p.m., Eastern time.

--------------------------------------------------------------------------------
ALL REQUESTS FOR WITHDRAWALS MUST BE MADE ON A SPECIFIC FORM THAT WE PROVIDE.
PLEASE CONTACT ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES FOR MORE INFORMATION.
--------------------------------------------------------------------------------

(2)INVESTMENT OPTIONS

PORTFOLIOS OF THE TRUSTS

The AXA Allocation Portfolios and the EQ/Franklin Templeton Allocation
Portfolio offer contract owners a convenient opportunity to invest in other
portfolios that are managed and have been selected for inclusion in the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio by AXA
Equitable Funds Management Group, LLC. AXA Advisors, LLC, an affiliated
broker-dealer of AXA Equitable, may promote the benefits of such Portfolios to
contract owners and/or suggest, incidental to the sale of this contract, that
contract owners consider whether allocating some or all of their account value
to such Portfolios is consistent with their desired investment objectives. In
doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of
interest insofar as AXA Equitable may derive greater revenues from the AXA
Allocation Portfolios and the EQ/Franklin Templeton Allocation Portfolio than
certain other Portfolios available to you under your contract. Please see
"Managing your allocations" for more information about your role in managing
your allocations.

As described in more detail in the underlying Portfolio prospectuses, the AXA
Allocation Portfolios, the EQ/Franklin Templeton Allocation Portfolio, and
certain other affiliated Portfolios use futures and options to reduce the
Portfolio's equity exposure during periods when certain market indicators
indicate that market volatility is high. This strategy is designed to reduce
the risk of market losses from investing in equity securities. However, this
strategy may result in periods of underperformance, including those when the
specified benchmark index is appreciating, but market volatility is high. As a
result, your account value may rise less than it would have without these
defensive actions. If you have the GMIB or other guaranteed benefit, this
strategy may also indirectly suppress the value of the guaranteed benefit bases.

-----------------------------------------------------------------------------------------------------------
AXA PREMIER VIP
TRUST -
CLASS B SHARES INVESTMENT MANAGER (OR
PORTFOLIO NAME OBJECTIVE SUB-ADVISER(S), AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE Seeks to achieve long-term capital appreciation. . AXA Equitable Funds
ALLOCATION Management Group, LLC
-----------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE Seeks to achieve a high level of current income. . AXA Equitable Funds
ALLOCATION Management Group, LLC
-----------------------------------------------------------------------------------------------------------
AXA Seeks to achieve current income and growth of capital, . AXA Equitable Funds
CONSERVATIVE-PLUS with a greater emphasis on current income. Management Group, LLC
ALLOCATION
-----------------------------------------------------------------------------------------------------------
AXA MODERATE Seeks to achieve long-term capital appreciation and . AXA Equitable Funds
ALLOCATION+ current income. Management Group, LLC
-----------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS Seeks to achieve long-term capital appreciation and . AXA Equitable Funds
ALLOCATION current income, with a greater emphasis on capital Management Group, LLC
appreciation.
-----------------------------------------------------------------------------------------------------------

MULTIMANAGER Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
AGGRESSIVE EQUITY+ emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. ClearBridge Investments,
LLC
. GCIC US Ltd.
. Marsico Capital
Management, LLC
. T. Rowe Price Associates,
Inc.
. Westfield Capital
Management Company, L.P.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE Seeks to achieve a balance of high current income and . BlackRock Financial
BOND capital appreciation, consistent with a prudent level of Management, Inc.
risk. . Pacific Investment
Management Company LLC
. SSgA Funds Management,
Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
INTERNATIONAL emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. EARNEST Partners, LLC
. J.P. Morgan Investment
Management Inc.
. Marsico Capital
Management, LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP CORE EQUITY emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Janus Capital Management,
LLC
. Thornburg Investment
Management, Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP VALUE emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. Institutional Capital LLC
. MFS Investment Management
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
CAP GROWTH emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
. Wellington Management
Company, LLP
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Diamond Hill Capital
Management, Inc.
. Knightsbridge Asset
Management, LLC
. Lord, Abbett & Co. LLC
--------------------------------------------------------------------------------------------------------------

MULTIMANAGER Seeks to achieve high total return through a combination . Pacific Investment
MULTI-SECTOR BOND+ of current income and capital appreciation. Management Company LLC
. Post Advisory Group, LLC
. SSgA Funds Management,
Inc.
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP GROWTH emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Lord, Abbett & Co. LLC
. Morgan Stanley Investment
Management Inc.
. NorthPointe Capital, LLC
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CAP VALUE emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
. Pacific Global Investment
Management Company
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER Seeks to achieve long-term growth of capital. . Allianz Global Investors
TECHNOLOGY US LLC
. AXA Equitable Funds
Management Group, LLC
. SSgA Funds Management,
Inc.
. Wellington Management
Company, LLP

-----------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST - INVESTMENT MANAGER
CLASS IB SHARES (OR SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
-----------------------------------------------------------------------------------------------------------------

Seeks to achieve long-term growth of capital. . AllianceBernstein L.P.
EQ/ALLIANCEBERNSTEIN
SMALL CAP GROWTH+
-----------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN Seeks to achieve long-term total return with an emphasis . AXA Equitable Funds
SMALL CAP VALUE on risk-adjusted returns and managing volatility in the Management Group, LLC
CORE Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC Seeks to achieve capital appreciation and secondarily, . BlackRock Investment
VALUE EQUITY income. Management, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS Seeks a combination of growth and income to achieve an . Boston Advisors, LLC
EQUITY INCOME above-average and consistent total return.
-----------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY Seeks to achieve long-term capital appreciation. . Calvert Investment
RESPONSIBLE Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN Seeks to achieve long-term growth of capital. . Capital Guardian Trust
RESEARCH Company
-----------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX+ approximates the total return performance of the Russell
3000 Index, including reinvestment of dividends, at a risk
level consistent with that of the Russell 3000 Index.
-----------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
EQ ADVISORS TRUST - INVESTMENT MANAGER
CLASS IB SHARES (OR SUB-ADVISER(S),
PORTFOLIO NAME OBJECTIVE AS APPLICABLE)
---------------------------------------------------------------------------------------------------------------------

EQ/CORE BOND INDEX Seeks to achieve a total return before expenses that . AXA Equitable Funds
approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government/Credit Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with that Inc.
of the Barclays Intermediate U.S. Government/Credit Index.
---------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK Seeks to achieve long-term growth of capital. . Davis Selected Advisers,
VENTURE L.P.
---------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks to achieve a total return before expenses that . 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/EQUITY GROWTH Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Capital
Management, Inc.
. BlackRock Investment
Management, LLC
---------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN CORE Seeks to maximize income while maintaining prospects . AXA Equitable Funds
BALANCED for capital appreciation with an emphasis on risk-adjusted Management Group, LLC
returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
---------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN Primarily seeks capital appreciation and secondarily seeks . AXA Equitable Funds
TEMPLETON income. Management Group, LLC
ALLOCATION
---------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS Seeks to achieve capital appreciation. . GAMCO Asset Management,
AND ACQUISITIONS Inc.
---------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL Seeks to maximize capital appreciation. . GAMCO Asset Management,
COMPANY VALUE Inc.
---------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS Seeks to achieve capital growth and current income. . AXA Equitable Funds
Management Group, LLC
. BlackRock Investment
Management, LLC
. First International
Advisors, LLC
. Wells Capital Management,
Inc.
---------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
MULTI-SECTOR emphasis on risk-adjusted returns and managing volatility Management Group, LLC
EQUITY in the Portfolio. . BlackRock Investment
Management, LLC
. Morgan Stanley Investment
Management Inc.
---------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE Seeks to achieve a total return before expenses that . AXA Equitable Funds
GOVERNMENT BOND+ approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government Bond Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with that Inc.
of the Barclays Intermediate U.S. Government Bond Index.
---------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
CORE PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Hirayama Investments, LLC
. WHV Investment Management
---------------------------------------------------------------------------------------------------------------------

EQ/INTERNATIONAL Seeks to achieve a total return (before expenses) that . AllianceBernstein L.P.
EQUITY INDEX approximates the total return performance of a composite
index comprised of 40% DJ EURO STOXX 50 Index, 25%
FTSE 100 Index, 25% TOPIX Index and 10% S&P/ASX
200 Index, including reinvestment of dividends, at a risk
level consistent with that of the composite index.
-----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL Seeks to provide current income and long-term growth of . AXA Equitable Funds
VALUE PLUS income, accompanied by growth of capital with an Management Group, LLC
emphasis on risk-adjusted returns and managing volatility . BlackRock Investment
in the Portfolio. Management, LLC
. Northern Cross, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE Seeks to achieve long-term capital appreciation. . J.P. Morgan Investment
OPPORTUNITIES Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Institutional Capital LLC
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
INDEX approximates the total return performance of the Russell
1000 Growth Index, including reinvestment of dividends
at a risk level consistent with that of the Russell 1000
Growth Index.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH Seeks to provide long-term capital growth with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Marsico Capital
Management, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE Seeks to achieve a total return before expenses that . SSgA Funds Management,
INDEX approximates the total return performance of the Russell Inc.
1000 Value Index, including reinvestment of dividends, at
a risk level consistent with that of the Russell 1000 Value
Index.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
PLUS+ emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT Seeks to achieve capital appreciation and growth of . Lord, Abbett & Co. LLC
LARGE CAP CORE income with reasonable risk.
-----------------------------------------------------------------------------------------------------------------
EQ/MFS Seeks to achieve capital appreciation. . Massachusetts Financial
INTERNATIONAL Services Company, d/b/a
GROWTH MFS Investment Management
-----------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX Seeks to achieve a total return before expenses that . SSgA Funds Management,
approximates the total return performance of the S&P Inc.
Mid Cap 400 Index, including reinvestment of dividends,
at a risk level consistent with that of the S&P Mid Cap
400 Index.
-----------------------------------------------------------------------------------------------------------------

EQ/MID CAP VALUE Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
PLUS emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Wellington Management
Company, LLP
-----------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET+ Seeks to obtain a high level of current income, preserve . The Dreyfus Corporation
its assets and maintain liquidity.
-----------------------------------------------------------------------------------------------------------------
EQ/MONTAG & Seeks to achieve capital appreciation. . Montag & Caldwell, LLC
CALDWELL GROWTH
-----------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY Seeks to achieve capital growth. . Morgan Stanley Investment
MID CAP GROWTH Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP Seeks to achieve capital appreciation, which may . AXA Equitable Funds
EQUITY occasionally be short-term, with an emphasis on risk Management Group, LLC
adjusted returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Mutual Advisers,
LLC
-----------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER Seeks to achieve capital appreciation. . OppenheimerFunds, Inc.
GLOBAL
-----------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA Seeks to generate a return in excess of traditional money . Pacific Investment
SHORT BOND market products while maintaining an emphasis on Management Company, LLC
preservation of capital and liquidity.
-----------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS Seeks to achieve high current income consistent with . AllianceBernstein L.P.
moderate risk to capital.
-----------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY Seeks to replicate as closely as possible (before expenses) . AllianceBernstein L.P.
INDEX the total return of the Russell 2000 Index.
-----------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE Seeks to achieve long-term capital appreciation and . T. Rowe Price Associates,
GROWTH STOCK secondarily, income. Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL Seeks to achieve long-term capital growth with an . AXA Equitable Funds
EQUITY emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Templeton Investment
Counsel, LLC
-----------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND Seeks to achieve total return through capital appreciation . UBS Global Asset
INCOME with income as a secondary consideration. Management (Americas) Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN Seeks to achieve capital growth and income. . Invesco Advisers, Inc.
COMSTOCK
-----------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO Seeks to achieve long-term capital growth. . Wells Capital Management,
OMEGA GROWTH Inc.
-----------------------------------------------------------------------------------------------------------------

+ If you own Income Manager(R) Accumulator(R) or Income Manager(R) Rollover
IRA, your product includes Class A shares of this Portfolio in the AXA
Premier VIP Trust, or Class IA shares of this Portfolio in the EQ Advisors
Trust.

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUSTS
CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN
COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS SUPPLEMENT, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-789-7771.

(3)SPECIAL SERVICES CHARGES

WIRE TRANSFER CHARGE. We charge $90 for outgoing wire transfers. Unless you
specify otherwise, this charge will be deducted from the amount you request.

EXPRESS MAIL CHARGE. We charge $35 for sending you a check by express mail
delivery. This charge will be deducted from the amount you request.

(4)THE TRUSTS' ANNUAL EXPENSES AND EXPENSE EXAMPLE

The following 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 investment
return of the Portfolio and the related variable investment option. Actual fees
and expenses are likely to fluctuate from year to year. More detail concerning
each Portfolio's fees and expenses is contained in the Trust prospectus for the
Portfolio.

-----------------------------------------------------------------------------------------------------
PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2012 (expenses that are deducted from
Portfolio assets including management fees, 12b-1 fees, service fees, and/or other
expenses) -- based, in part, on estimated amounts for options added during the fiscal Lowest Highest
year 2012, if applicable, and for the underlying portfolios./(1)/ 0.63% 1.44%
-----------------------------------------------------------------------------------------------------

(1)The "Lowest" represents the total annual operating expenses of the EQ/Equity
500 Index Portfolio and EQ/Small Company Index Portfolio. The "Highest"
represents the total annual operating expenses of the Multimanager
Technology Portfolio.

EXAMPLE

This example is 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, contract fees, separate
account annual expenses of 1.55% (actual expenses under your contract may be
less), and underlying trust fees and expenses.

The example below shows the expenses that a hypothetical contract owner (who
has elected the Guaranteed Minimum Income Benefit with either the 5% Roll-Up to
age 80 or the Annual Ratchet to age 80 Guaranteed minimum death benefit and
Protection Plus/SM/) would pay in the situations illustrated. The example
assumes no annual administrative charge. Some of these features may not be
available or may be different under your contract. Some of these charges may
not be applicable under your contract.

The fixed maturity options and the account for special dollar cost averaging
are not covered by the fee table and example. However, the annual
administrative charge, the charge if you elect a Variable Immediate Annuity
payout option, the charge for any optional benefits and the withdrawal charge
do apply to the fixed maturity options and the account for special dollar cost
averaging. A market value adjustment (up or down) may apply as a result of a
withdrawal, transfer, or surrender of amounts from a fixed maturity option.
Some of these investment options and charges may not be applicable under your
contract.

The example assumes that you invest $10,000 in the contract for the time
periods indicated and that your investment has a 5% return each year. Other
than the administrative charge (which is described immediately above), the
example also assumes maximum contract charges and total annual expenses of the
Portfolios (before expense limitations) set forth in the previous charts. This
example should not be considered a representation of past or future expenses
for each option. Actual expenses may be greater or less than those shown.
Similarly, the annual rate of return assumed in the example is not an estimate
or guarantee of future investment performance. Although your actual costs may
be higher or lower, based on these assumptions, your costs would be:

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

(a)assuming maximum fees and
expenses of any of the
Portfolios $1,066 $1,618 $2,194 $3,949 $366 $1,118 $1,894 $3,949
--------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
expenses of any of the
Portfolios $ 981 $1,365 $1,779 $3,153 $281 $ 865 $1,479 $3,153
--------------------------------------------------------------------------------------------------------

For information on how your contract works under certain hypothetical
circumstances, please see item (19) at the end of this Supplement.

(5)IMPORTANT INFORMATION ABOUT YOUR GUARANTEED BENEFITS

For purposes of calculating any applicable guaranteed minimum death benefit or
guaranteed minimum income benefit (if elected) that rolls-up at a specified
rate (the "Roll-Up benefit base"), the Multimanager Core Bond, EQ/Money Market,
EQ/Intermediate Government Bond, EQ/Quality Bond PLUS, the Fixed Maturity
Options, the Special 10 year fixed maturity option, and the loan reserve
account under Rollover TSA are investment options for which the benefit base
rolls up at 3% (the "lower Roll-Up rate options"). Also, for Rollover TSA
contracts, the loan reserve account rolls up at 3%. In some early
Accumulator(R) Series, this group of investment options rolls up at 4% and
certain additional variable investment options roll up at 3%. All other
investment options continue to roll up at 4%, 5% or 6% (the "higher Roll-Up
rate options"), as provided by your Accumulator(R) Series contract. For more
information about these benefits, please see "Contract features and benefits"
in your Prospectus, or your contract, or consult with your financial
professional.

OUR ADMINISTRATIVE PROCEDURES FOR CALCULATING YOUR ROLL-UP BENEFIT BASE
FOLLOWING A TRANSFER

Your Roll-Up benefit base is comprised of two segments, representing that
portion of your benefit base, if any, that rolls up at the higher rate and the
other portion that is rolling up at 3% (or 4% in some early Accumulator
Series). If you transfer account value from a higher roll-up rate option to a
lower roll-up rate option, all or a portion of your benefit base will transfer
from the higher rate benefit base segment to the lower rate benefit base
segment. Similarly, if you transfer account value from a lower roll-up rate
option to a higher roll-up rate option, all or a portion of your benefit base
will transfer from the lower rate segment to the higher rate segment. To
determine how much to transfer from one Roll-Up benefit base segment to the
other Roll-Up benefit base segment, we use a dollar-for-dollar calculation.

This means that we generally transfer an amount from one Roll-Up benefit base
segment to the other Roll-Up benefit base segment in the same dollar amount as
the transfer of account value. The effect of a transfer on your benefit base
will vary depending on your particular circumstances.

.. For example, if your account value is $45,000 and has always been invested
in the higher roll-up rate options, and your benefit base is $30,000 and is
all rolling up at the higher rate, and you transfer $15,000 of your account
value to the EQ/Money Market variable investment option (a lower roll-up
rate option), then we will transfer $15,000 from the higher rate benefit
base segment to the lower rate benefit base segment. Therefore, immediately
after the transfer, of your $30,000 benefit base, $15,000 will continue to
roll-up at the higher rate and $15,000 will roll-up at the lower rate.

.. For an additional example, if your account value is $30,000 and has always
been invested in lower roll-up rate options, and your benefit base is
$45,000 and is all rolling up at the lower rate, and you transfer $15,000
of your account value (which is entirely invested in lower roll-up rate
options) to a higher roll-up rate option, then we will transfer $15,000 of
your benefit base from the lower rate benefit base segment to the higher
rate benefit base segment. Therefore, immediately after the transfer, of
your $45,000 benefit base, $15,000 will continue to roll-up at the higher
rate and $30,000 will roll-up at the lower rate.

.. Similarly, using the same example as immediately above, if you transferred
all of your account value ($30,000) to a higher roll-up rate option,
$30,000 will be transferred to the higher rate benefit base segment.
Immediately after the transfer, of your $45,000 benefit base, $30,000 will
roll-up at the higher rate and $15,000 will continue to roll-up at the
lower rate. Therefore, it is possible that some of your benefit base will
roll-up at the lower rate even after you transfer all of your account value
to the higher roll-up rate options.

If you elected a guaranteed benefit that is available with a 3% roll-up benefit
base only, your benefit base will not be impacted by transfers among investment
options.

(6)PARTIAL ANNUITIZATION

Partial annuitization of nonqualified deferred annuity contracts is permitted
if the partial annuity payout is either life-contingent or for a period certain
of at least ten years. We require you to elect partial annuitization on the
form we specify.

EFFECT OF PARTIAL ANNUITIZATION ON GUARANTEED BENEFITS. If guaranteed benefits
are available under your contract and you elected one or more, you may not
partially annuitize any guaranteed benefit. We will treat any partial
annuitization as a withdrawal. Amounts withdrawn from your contract for a
partial annuitization are withdrawn in the same manner as any amount withdrawn
from your contract. This means that a partial annuitization will reduce your
guaranteed benefit(s) and corresponding benefit base(s) in the same manner as
described in your Prospectus. If applicable, amounts withdrawn for a partial
annuitization will be subject to withdrawal charges.

(7)TAX INFORMATION

HOW YOU CAN MAKE CONTRIBUTIONS (FOR MARYLAND CONTRACTS ONLY)

.. Regular contributions to traditional IRAs and Roth IRAs are limited to
$5,500 for the calendar year 2013.

.. Regular contributions to traditional IRAs cannot be made during or after
the calendar year the owner reaches age 70 1/2.

.. Additional catch-up contributions of up to $1,000 can be made where the
owner is at least age 50 at any time during the calendar year for which the
contribution is made.

.. Rollovers can be made to a Roth IRA from a "designated Roth contribution
account" under a 401(k) plan, 403(b) plan or a governmental employer
Section 457(b) plan which permits designated Roth elective deferral
contributions to be made. Conversion rollovers may also be made from an
eligible retirement plan to a Roth IRA in certain circumstances.

TAX INFORMATION RELATED TO PARTIAL ANNUITIZATION. The tax features regarding
annuitization, as discussed in this Supplement and in your Prospectus,
generally apply. Partial annuitization results in your contract being treated
as two or more separate contracts, each with its own annuity starting date and
investment in the contract (basis). Multiple or serial partial annuitizations
are permitted as long as some part of the contract remains in deferred status.
The nonannuitized portion of the contract remains in deferred status, with its
annuity starting date in the future. Until the basis allocable to the partial
annuity payout is fully recovered, part of each payment under the partial
annuity payout is excluded from income as a recovery of basis, with the
remainder of each payment included in ordinary income. The basis allocable to
the partial annuity payout as of the annuity starting date for the payout is
calculated with reference to the relative values of the amount applied to the
partial annuity payout and the amount retained in deferred status. If we offer
and if you choose a period certain payout of at least ten years and you are
under age 59 1/2, an early distribution penalty may apply. See the tax section
in your Prospectus for more information.

ADDITIONAL TAX ON NET INVESTMENT INCOME

CERTAIN IRA DISTRIBUTIONS

Certain distributions from IRAs directly transferred to charitable
organizations may be tax-free to IRA owners age 70 1/2 or older if made by
December 31, 2013.

ADDITIONAL INFORMATION RELATING TO 1035 EXCHANGES. In some cases you may make a
tax-deferred 1035 exchange from a nonqualified deferred annuity contract to a
"qualified long-term care contract" meeting all specified requirements under
the Code or an annuity contract with a "qualified long-term care contract"
feature (sometimes referred to as a "combination annuity" contract).

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

Due to the Internal Revenue Service and Treasury regulatory changes in 2007
which became fully effective on January 1, 2009, contracts issued prior to
September 25, 2007 which qualified as 403(b) contracts under the rules at the
time of issue may lose their status as 403(b) contracts or have the
availability of transactions under the contract restricted as of January 1,
2009 unless the individual's employer or the individual take certain actions.
Please consult your tax adviser regarding the effect of these rules (which may
vary depending on the owner's employment status, plan participation status, and
when and how the contract was acquired) on your personal situation.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Accounts Nos. 45 and 49 for
taxes, respectively. We do not now, but may in the future set up reserves for
such taxes.

We are entitled to certain tax benefits related to the investment of company
assets, including assets of the separate accounts. These tax benefits, which
may include the foreign tax credit and the corporate dividends received
deduction, are not passed back to you, since we are the owner of the assets
from which tax benefits may be derived.

(8)UPDATED INFORMATION ON AXA EQUITABLE

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$537 billion in assets as of December 31, 2012. For more than 150 years, AXA
Equitable has been among the largest insurance companies in the United States.
We are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office
is located at 1290 Avenue of the Americas, New York, NY 10104.

(9)HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

The contracts are no longer available to new purchasers. In addition, except as
described below, we no longer accept contributions to the contracts, including
contributions made through our automatic investment program. Contributions
received at our processing office will be returned to you. This change has no
effect on amounts that are already invested in your contract or on your
guaranteed benefits.

We currently continue to accept contributions to: (i) QP contracts; and (ii)
all contracts except TSA contracts, issued in the state of Maryland.
Information regarding contributions in this section is for the benefit of
contract owners currently eligible to continue making contributions to the
contracts.

Payments you make to your contract are called "contributions." We can refuse to
accept any contribution from you at any time, including after you purchase the
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 currently limit aggregate contributions on your contract made after the
first contract year to 150% of first-year contributions (the "150% limit"). The
150% limit can be reduced or increased at any time upon advance notice to you.
Even if the aggregate contributions on your contract do not exceed the 150%
limit, we currently do not accept any contribution if: (i) the aggregate
contributions under one or more Accumulator(R) series contracts with the same
owner or annuitant would then total more than $1,500,000 ($500,000 for the same
owner or annuitant who is age 81 and older at contract issue); 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 that
we determine, including elected benefits, issue age, aggregate contributions,
variable investment option allocations and selling broker-dealer compensation.
Please review your contract for information on contribution limitations.

(10)MANAGING YOUR ALLOCATIONS

(11)DISRUPTIVE TRANSFER ACTIVITY

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

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.

As of the date of this Prospectus, we do not offer investment options with
underlying portfolios that are part of an outside trust (an "unaffiliated
trust"). Should we offer such investment options in the future, each
unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity, which would be disclosed in the unaffiliated
trust prospectus. If an unaffiliated trust advises us that there may be
disruptive activity from one of our policy owners, we will work with the
unaffiliated trust to review policy owner trading activity. Any such
unaffiliated trust would also have 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.

(12)WIRE TRANSMITTALS AND ELECTRONIC APPLICATIONS

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.

Where we require a signed application, the above procedures do not apply and no
financial 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
Acknowledgment of Receipt form, and financial transactions are only permitted
if you request them in writing, sign the request and have it signature
guaranteed, until we receive the signed Acknowledgment of Receipt form. 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 our 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, additional contributions may be
transmitted by wire.

(13)CERTAIN INFORMATION ABOUT OUR 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.

.. 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.

If we have entered into an agreement with your broker-dealer for automated
processing of contributions and/or transfers upon receipt of customer order,
your contribution and/or transfer will be considered received at the time your
broker-dealer receives your contribution and/or transfer 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 receiving the contribution and/or
transfer. Such arrangements may apply to initial contributions, subsequent
contributions, and/or transfers, 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.

For more information, including additional instances when a different date may
apply to your contributions, please see "More Information" in your prospectus.

(14)YOUR CONTRACT DATE AND CONTRACT DATE ANNIVERSARY

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 1st, your contract date anniversary is
April 30th.

(15)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 Nos. 45 and 49,
respectively, nor would any of these proceedings be likely to have a material
adverse effect upon either Separate Account, our ability to meet our
obligations under the contracts, or the distribution of the contracts.

(16)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 No. 45 and
Separate Account No. 49, respectively. 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.

Although AXA Equitable takes into account all of its distribution and other
costs in establishing the level of fees and charges under its contracts, none
of the compensation paid to the Distributors or the Selling broker-dealers
discussed in this section of the Prospectus are imposed as separate fees or
charges under your contract. AXA Equitable, however, intends to recoup amounts
it pays for distribution and other services through the fees and charges of the
contract and payments it receives for providing administrative, distribution
and other services to the Portfolios. For information about the fees and
charges under the contract, see "Fee table" and "Charges and expenses" earlier
in this Prospectus.

the basis of contributions alone. The compensation paid by AXA Advisors varies
among financial professionals and among Selling broker-dealers. AXA Advisors
also pays a portion of the compensation it receives to its managerial
personnel. When a contract is sold by a Selling broker-dealer, the Selling
broker-dealer, not AXA Advisors, determines the compensation paid to the
Selling broker-dealer's financial professional for the sale of the contract.
Therefore, you should contract your financial professional for information
about the compensation he or she receives and any related incentives, as
described immediately below. AXA Advisors may receive compensation, and, in
turn, pay its financial professionals a portion of such fee, from third party
investment advisors to whom its financial professionals refer customers for
professional management of the assets within their contract. AXA Advisors also
pays its financial professionals and managerial personnel other types of
compensation including service fees, expense allowance payments and health and
retirement benefits. AXA Advisors also pays its financial professionals,
managerial personnel and Selling broker-dealers sales bonuses (based on selling
certain products during specified periods) and persistency bonuses. AXA
Advisors may offer sales incentive programs to financial professionals and
Selling broker-dealers who meet specified production levels for the sales of
both AXA Equitable contracts and contracts offered by other companies. These
incentives provide non-cash compensation such as stock options awards and/or
stock appreciation rights, expense-paid trips, expense-paid education seminars
and merchandise.

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable
products, AXA Advisors may pay its financial professionals and managerial
personnel a greater percentage of contribution-based compensation and/or
asset-based compensation for the sale of an AXA Equitable contract than it pays
for the sale of a contract or other financial product issued by a company other
than AXA Equitable. AXA Advisors may pay higher compensation on certain
products in a class than others based on a group or sponsored arrangement, or
between older and newer versions or series of the same contract. This practice
is known as providing "differential compensation." Differential compensation
may involve other forms of compensation to AXA Advisors personnel. Certain
components of the compensation paid to managerial personnel are based on
whether the sales involve AXA Equitable contracts. Managers earn higher
compensation (and credits toward awards and bonuses) if the financial
professionals they manage sell a higher percentage of AXA Equitable contracts
than products issued by other companies. Other forms of compensation provided
to its financial professionals include health and retirement benefits, expense
reimbursements, marketing allowances and contribution-based payments, known as
"overrides." For tax reasons, AXA Advisors financial professionals qualify for
health and retirement benefits based solely on their sales of AXA Equitable
contracts and products sponsored by affiliates.

The fact that AXA Advisors financial professionals receive differential
compensation and additional payments may provide an incentive for those
financial professionals to recommend an AXA Equitable contract over a contract
or other financial product issued by a company not affiliated with AXA
Equitable. However, under applicable rules of the FINRA, AXA Advisors financial
professionals may only recommend to you products that they reasonably believe
are suitable for you based on the facts that you have disclosed as to your
other security holdings, financial situation and needs. In making any
recommendation, financial professionals of AXA Advisors may nonetheless face
conflicts of interest because of the differences in compensation from one
product category to another, and because of differences in compensation between
products in the same category. For more information, contact your financial
professional.

AXA DISTRIBUTORS COMPENSATION. AXA Equitable pays contribution-based and
asset-based compensation (together "compensation") to AXA Distributors.
Contribution-based compensation is paid based on AXA Equitable contracts sold
through AXA Distributor's Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributor's Selling broker-dealers. Contribution-based compensation will
generally not exceed 7.50% 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 the contract in combination with
annual asset-based compensation of up to 1.25% of the 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.

The Selling broker-dealer, not AXA Distributors, determines the compensation
paid to the Selling broker-dealer's financial professional for the sale of the
contract. Therefore, you should contact your financial professional for
information about the compensation he or she receives and any related
incentives, such as differential compensation paid for various products.

AXA Equitable also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of AXA Equitable's distribution
agreements with AXA Distributors.

Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of AXA Equitable products, AXA Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as "compensation enhancements"). AXA
Distributors also has entered into agreements with certain selling
broker-dealers in which the selling broker-dealer agrees to sell certain AXA
Equitable contracts exclusively.

LPL Financial Corporation
Lucia Securities
Meridian Financial Group
Merrill Lynch Life Agency Inc.
Morgan Keegan & Co., Inc.
Morgan Stanley Smith Barney
Multi-Financial Securities Corporation
National Planning Holdings, Inc.
Next Financial Group, Inc.
NFP Securities, Inc.
PNC Investments
Prime Capital Services
PrimeVest Financial Services, Inc.
Raymond James Financial Services
RBC Capital Markets Corporation
Robert W Baird & Company
Securities America, Inc.
Stifel, Nicolaus & Company, Inc.
Summit Brokerage Services, Inc
SunTrust Investments
The Advisor Group
Transamerica Financial Advisors, Inc.
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
Wells Fargo Network

(17)YOUR ANNUITY PAYOUT OPTIONS

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 five
year intervals after the first change. (Please see your contract and SAI for
more information.)

(18)GUARANTEED BENEFIT OFFERS

(19)INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This section only applies if your contract offers fixed maturity options.

AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2012 (the "Annual Report") is considered to be part of this Prospectus because
it is incorporated by reference.

AXA Equitable files reports and other information with the SEC, as required by
law. You may read and copy this information at the SEC's public reference
facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by
accessing the SEC's website at www.sec.gov. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Under the Securities Act of 1933, AXA Equitable has filed with
the SEC a registration statement relating to the fixed maturity 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.

(20)FINANCIAL STATEMENTS

The financial statements of the separate account(s), as well as the
consolidated financial statements of AXA Equitable, are in the Statement of
Additional Information ("SAI"). The financial statements of AXA Equitable have
relevance 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.

Our general obligations and any guaranteed benefits under the contract are
supported by AXA Equitable's general account and are subject to AXA Equitable's
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.

(20)CONDENSED FINANCIAL INFORMATION

The following tables set forth the unit values and number of units outstanding
at the year end for each variable investment option, except those options
offered for the first time after December 31, 2012. The tables show unit values
based on the specified separate account charges that would apply to any
contract or investment option to which this supplement relates. The tables also
show the total number of units outstanding for all contracts to which this
supplement relates.

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 45 and Separate Account No. 49 with the same
daily asset charges of 1.35%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
---------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------
Unit value $11.91 $10.57 $11.58 $10.38 $ 8.27 $13.79 $13.16 $11.32 $10.62 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 564 678 748 815 844 603 595 286 51 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,067 1,284 1,466 1,542 1,566 1,649 1,595 1,278 688 --
------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------
Unit value $11.89 $11.53 $11.47 $10.84 $10.00 $11.39 $10.92 $10.40 $10.29 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,350 1,400 1,316 1,165 780 434 343 285 131 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,052 2,363 2,720 2,398 2,542 1,016 438 492 237 --
------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------
Unit value $11.84 $11.18 $11.41 $10.61 $ 9.40 $11.82 $11.36 $10.59 $10.39 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 928 909 1,003 862 798 636 456 367 150 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,404 1,195 1,201 1,190 1,565 974 946 948 426 --
------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------
Unit value $50.29 $46.86 $48.66 $44.88 $38.88 $52.19 $49.78 $45.74 $44.24 $41.25
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,412 1,547 1,688 1,783 1,952 2,239 2,505 2,919 3,361 3,674
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 987 1,058 1,183 1,234 1,346 1,500 1,399 1,314 1,132 732
------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------
Unit value $12.19 $11.08 $11.82 $10.74 $ 8.93 $13.27 $12.64 $11.19 $10.63 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 2,545 2,807 3,183 3,362 3,168 2,958 1,913 711 256 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,445 4,167 4,151 5,278 5,241 6,731 6,975 4,170 1,617 --
------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

-----------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
--------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
-----------------------------------------------------------------------------------------------------------------

EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
-----------------------------------------------------------------------------------------------------------------
Unit value $22.45 $19.69 $20.09 $15.28 $11.42 $ 20.92 $ 18.17 $ 16.90 $ 15.36 $ 13.66
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 521 563 635 674 781 916 1,201 1,468 1,733 2,001
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,312 1,490 1,663 1,789 2,048 2,476 3,532 4,499 5,465 6,324
-----------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE CORE
-----------------------------------------------------------------------------------------------------------------
Unit value $10.21 $ 8.86 $ 9.94 $ 8.11 $ 6.41 $ 9.75 $ 10.82 -- -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 45 54 62 66 86 33 8 -- -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 75 87 88 99 170 47 14 -- -- --
-----------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
-----------------------------------------------------------------------------------------------------------------
Unit value $23.04 $20.56 $21.50 $19.41 $15.11 $ 24.14 $ 24.18 $ 20.27 $ 19.96 $ 18.30
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 998 1,106 1,217 1,356 1,458 1,752 2,213 2,721 3,230 3,348
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,197 1,314 1,428 1,562 1,799 2,291 2,960 3,782 4,699 4,955
-----------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
-----------------------------------------------------------------------------------------------------------------
Unit value $ 6.64 $ 5.71 $ 5.82 $ 5.10 $ 4.63 $ 6.93 $ 6.78 $ 5.92 $ 5.66 --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 472 433 412 454 533 588 886 767 87 --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 332 335 325 352 413 535 720 983 345 --
-----------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY RESPONSIBLE
-----------------------------------------------------------------------------------------------------------------
Unit value $ 8.82 $ 7.66 $ 7.74 $ 6.98 $ 5.40 $ 10.00 $ 9.04 $ 8.71 $ 8.12 $ 7.94
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 18 19 19 31 30 44 46 54 55 39
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 77 77 91 113 132 126 157 557 258 189
-----------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
-----------------------------------------------------------------------------------------------------------------
Unit value $13.74 $11.86 $11.56 $10.12 $ 7.80 $ 13.11 $ 13.08 $ 11.83 $ 11.30 $ 10.33
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 999 1,084 1,230 1,405 1,644 2,094 1,987 2,382 2,835 3,037
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,419 6,168 7,037 7,935 8,941 10,718 10,352 13,004 15,697 17,536
-----------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------

EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $247.42 $216.98 $218.78 $191.39 $151.18 $272.69 $267.14 $244.64 $237.75 $211.19
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units outstanding
(000's) 269 299 336 384 430 529 687 900 1,044 1,145
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units outstanding
(000's) 337 378 428 486 555 670 876 1,138 1,384 1,588
------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $ 14.56 $ 14.31 $ 13.84 $ 13.26 $ 13.09 $ 14.57 $ 14.33 $ 13.96 $ 13.84 $ 13.48
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units outstanding
(000's) 506 568 629 699 758 1,111 1,273 1,222 1,021 985
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units outstanding
(000's) 2,525 2,887 3,265 3,654 4,114 5,253 6,838 8,972 10,774 12,484
------------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.98 $ 9.04 $ 9.61 $ 8.71 $ 6.66 $ 11.10 $ 10.85 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units outstanding
(000's) 81 111 143 171 211 168 49 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units outstanding
(000's) 333 382 367 397 374 369 94 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $ 30.60 $ 26.92 $ 26.88 $ 23.82 $ 19.19 $ 31.03 $ 29.97 $ 26.40 $ 25.63 $ 23.57
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units outstanding
(000's) 952 1,051 1,137 1,262 1,388 1,714 2,138 2,703 3,163 3,443
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units outstanding
(000's) 2,244 2,569 2,893 3,275 3,764 4,648 6,213 8,100 9,685 10,779
------------------------------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $ 16.28 $ 14.45 $ 15.61 $ 13.73 $ 10.89 $ 18.49 $ 16.44 $ 15.24 $ 13.95 $ 12.80
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units outstanding
(000's) 608 696 841 976 1,203 1,298 1,541 1,644 1,467 1,522
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units outstanding
(000's) 706 805 952 1,079 1,313 1,429 1,821 2,123 2,102 2,058
------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/FRANKLIN CORE BALANCED
------------------------------------------------------------------------------------------------------------------
Unit value $10.82 $ 9.86 $ 9.99 $ 9.10 $ 7.06 $10.50 $10.43 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 459 470 474 537 578 609 222 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 601 603 457 550 474 444 141 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
------------------------------------------------------------------------------------------------------------------
Unit value $ 8.72 $ 7.71 $ 8.18 $ 7.51 $ 5.92 $ 9.52 -- -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 288 299 269 261 282 245 -- -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 471 505 548 558 619 308 -- -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------
Unit value $13.02 $12.54 $12.55 $11.60 $10.08 $11.86 $11.63 $10.50 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 160 168 154 137 137 178 114 54 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 163 177 167 84 66 77 74 17 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $40.99 $35.26 $37.03 $28.30 $20.28 $29.65 $27.50 $23.46 $22.79 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 267 283 281 280 264 267 191 183 31 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 252 273 289 281 295 311 141 170 72 --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $12.61 $12.33 $11.97 $11.41 $11.34 $10.80 $10.02 $ 9.82 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 369 404 367 384 417 225 104 8 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 422 472 523 463 499 227 125 16 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $18.05 $15.64 $18.08 $16.45 $11.11 $26.41 $18.85 $13.94 $10.64 $ 8.72
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 874 1,002 1,142 1,252 1,341 1,728 1,993 2,131 1,948 1,871
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,172 1,233 1,401 1,671 1,671 2,238 2,967 3,667 3,845 4,287
------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $20.93 $21.02 $20.23 $19.68 $20.41 $19.97 $18.95 $18.62 $18.65 $18.54
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 433 470 565 690 860 1,014 1,287 1,772 2,322 2,993
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 342 396 416 524 571 579 773 1,100 1,348 1,651
------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

----------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
----------------------------------------------------------------------------------------------------------------

EQ/INTERNATIONAL CORE PLUS
----------------------------------------------------------------------------------------------------------------
Unit value $12.15 $10.59 $12.92 $11.99 $ 8.98 $16.51 $ 14.52 $ 12.35 $ 10.68 $ 9.53
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 285 323 357 414 429 388 502 525 425 279
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,178 1,338 1,473 1,671 1,946 2,344 3,119 3,695 4,078 3,761
----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
----------------------------------------------------------------------------------------------------------------
Unit value $12.76 $11.13 $12.84 $12.38 $ 9.87 $20.30 $ 18.42 $ 15.12 $ 13.29 $ 11.40
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,422 1,578 1,762 1,967 2,218 2,628 3,112 3,477 3,816 4,111
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 901 1,015 1,145 1,319 1,498 1,872 2,019 2,553 2,475 2,639
----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE PLUS
----------------------------------------------------------------------------------------------------------------
Unit value $18.04 $15.56 $18.82 $17.99 $14.00 $24.89 $ 22.90 $ 18.47 $ 16.89 $ 14.08
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 518 588 682 750 848 1,077 1,280 1,346 1,244 1,181
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,609 2,912 3,272 3,639 4,114 4,966 6,421 7,759 9,124 10,329
----------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
----------------------------------------------------------------------------------------------------------------
Unit value $14.40 $12.58 $13.45 $12.14 $ 9.30 $15.66 $ 16.07 $ 13.53 $ 13.20 $ 12.07
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 396 454 505 544 624 769 978 1,142 1,375 1,530
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,967 4,536 5,077 5,750 6,572 8,143 10,415 13,350 16,352 18,895
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
----------------------------------------------------------------------------------------------------------------
Unit value $10.08 $ 8.89 $ 9.41 $ 8.35 $ 6.69 $10.84 $ 10.58 $ 9.49 $ 8.98 $ 8.17
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 156 171 192 218 255 332 411 551 635 715
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,077 1,207 1,380 1,599 1,960 2,567 3,675 4,802 5,835 6,684
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
----------------------------------------------------------------------------------------------------------------
Unit value $ 8.68 $ 7.67 $ 7.60 $ 6.64 $ 4.94 $ 7.86 $ 6.99 $ 7.13 $ 6.28 $ 5.88
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,927 2,110 2,261 2,596 2,797 3,381 4,248 5,346 6,276 7,382
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,392 2,679 3,016 3,463 4,108 4,849 6,383 8,379 9,271 10,777
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
----------------------------------------------------------------------------------------------------------------
Unit value $16.80 $14.97 $15.75 $13.95 $10.49 $17.21 $ 15.09 $ 14.19 $ 13.19 $ 11.88
----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,298 1,421 1,494 1,678 1,885 2,262 2,809 3,663 4,453 5,082
----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,087 4,619 2,743 3,051 3,436 4,084 5,280 6,697 8,228 9,491
----------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

-------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
----------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------

EQ/LARGE CAP VALUE INDEX
-------------------------------------------------------------------------------------------------------------------
Unit value $ 6.78 $ 5.89 $ 5.99 $ 5.30 $ 4.51 $10.56 $11.38 $10.80 -- --
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 352 385 225 239 156 159 136 28 -- --
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 403 542 137 136 147 156 182 41 -- --
-------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
-------------------------------------------------------------------------------------------------------------------
Unit value $13.35 $11.68 $12.48 $11.22 $ 9.45 $16.90 $17.95 $14.99 $14.41 $ 12.88
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 3,301 3,714 4,243 4,867 5,687 7,503 2,657 3,058 3,317 3,362
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 2,452 2,804 3,217 3,670 4,274 5,583 6,430 8,002 9,491 10,036
-------------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
-------------------------------------------------------------------------------------------------------------------
Unit value $12.48 $10.97 $12.15 $10.81 $ 8.73 $12.82 $11.74 $10.56 -- --
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 89 114 125 95 75 48 49 25 -- --
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 247 291 274 265 202 86 80 74 -- --
-------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
-------------------------------------------------------------------------------------------------------------------
Unit value $15.37 $13.02 $14.78 $13.03 $ 9.63 $16.34 $14.25 $11.50 -- --
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 239 232 227 223 179 138 82 31 -- --
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 203 204 211 214 191 264 78 28 -- --
-------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
-------------------------------------------------------------------------------------------------------------------
Unit value $12.71 $11.01 $11.43 $ 9.22 $ 6.86 $13.70 $12.86 $11.69 $11.14 $ 9.73
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 567 610 687 808 935 1,100 1,330 1,652 1,605 1,435
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 623 640 740 861 1,046 1,295 1,862 2,752 2,883 2,874
-------------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE PLUS
-------------------------------------------------------------------------------------------------------------------
Unit value $17.20 $14.69 $16.45 $13.61 $10.16 $17.04 $17.55 $15.82 $14.40 $ 12.39
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 761 853 948 1,067 1,128 1,472 1,921 2,356 2,500 2,709
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 545 622 732 838 780 1,031 1,465 2,388 2,481 2,639
-------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
-------------------------------------------------------------------------------------------------------------------
Unit value $28.98 $29.38 $29.78 $30.18 $30.60 $30.37 $29.41 $28.53 $28.18 $ 28.34
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 378 510 571 813 1,288 949 1,040 1,076 1,221 1,537
-------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,055 1,247 1,398 1,654 2,696 2,271 2,410 2,619 2,938 3,834
-------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/MONTAG & CALDWELL GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 5.96 $ 5.37 $ 5.29 $ 4.96 $ 3.87 $ 5.85 $ 4.91 $ 4.61 $ 4.43 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 321 367 414 545 637 270 136 143 3 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 434 415 431 460 617 441 28 47 20 --
------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $16.53 $15.41 $16.92 $12.97 $ 8.37 $16.10 $13.34 $12.37 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 299 333 332 311 208 175 74 68 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 366 463 512 470 294 336 109 49 -- --
------------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.49 $ 8.42 $ 8.94 $ 8.09 $ 6.56 $10.74 $10.71 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 134 157 164 191 210 225 50 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 120 134 146 173 193 210 92 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------
Unit value $11.25 $ 9.47 $10.51 $ 9.25 $ 6.76 $11.57 $11.09 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 280 256 162 123 70 80 8 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 292 286 241 187 102 146 34 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $10.70 $10.69 $10.85 $10.91 $10.24 $10.82 $ 9.84 $ 9.93 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 827 919 1,111 1,232 991 393 330 253 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,311 1,490 1,624 1,795 1,173 444 431 308 -- --
------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $17.27 $17.05 $17.08 $16.29 $15.57 $16.89 $16.38 $15.99 $15.89 $15.53
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 221 260 306 328 223 293 353 490 460 434
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 301 344 392 425 324 436 459 574 603 631
------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------
Unit value $17.98 $15.78 $16.66 $13.42 $10.79 $16.60 $17.14 $14.76 $14.35 $12.36
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 385 434 480 536 558 662 793 914 1,073 1,030
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 599 657 744 864 995 1,203 1,660 2,139 2,622 3,320
------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------
Unit value $18.26 $15.56 $16.08 $14.01 $ 9.96 $17.46 $16.51 $17.43 $16.99 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 212 187 184 171 128 173 45 46 10 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 368 385 404 419 369 415 145 160 17 --
------------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 9.20 $ 7.82 $ 8.64 $ 8.11 $ 6.32 $10.83 $10.76 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 106 118 106 121 113 136 61 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 167 158 172 165 189 228 98 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------
Unit value $ 5.74 $ 5.16 $ 5.38 $ 4.82 $ 3.69 $ 6.24 $ 6.25 $ 5.55 $ 5.16 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 93 126 97 150 152 214 193 114 14 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 75 77 77 80 108 129 177 169 41 --
------------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
------------------------------------------------------------------------------------------------------------------
Unit value $11.60 $ 9.93 $10.27 $ 9.04 $ 7.13 $11.47 $11.92 $10.43 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 122 123 116 128 159 159 251 156 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 193 195 196 202 244 298 350 250 -- --
------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $12.36 $10.41 $11.21 $ 9.68 $ 7.00 $ 9.80 $ 8.92 $ 8.54 $ 8.33 $ 7.89
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 441 419 314 306 199 239 292 365 431 286
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 448 454 473 407 309 351 275 431 573 552
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $56.42 $50.08 $54.16 $46.68 $34.47 $65.53 $59.65 $57.52 $53.88 $48.73
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 153 170 192 181 139 170 220 284 334 375
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 251 283 327 317 305 364 467 585 710 812
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------
Unit value $14.82 $14.24 $13.64 $13.02 $12.19 $12.06 $11.50 $11.24 $11.19 $10.92
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 1,018 798 813 774 699 685 797 1,030 1,247 1,242
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 798 745 813 834 705 622 738 919 1,011 1,187
------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER INTERNATIONAL EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $12.43 $10.70 $13.23 $12.53 $ 9.78 $18.79 $16.94 $13.70 $12.03 $10.34
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 215 246 280 332 400 453 524 462 456 377
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 284 349 392 439 528 652 762 657 704 494
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $11.31 $10.01 $10.96 $ 9.96 $ 7.62 $12.77 $12.33 $11.00 $10.45 $ 9.66
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 71 82 89 109 118 154 160 181 201 230
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 118 151 153 166 192 233 294 268 253 248
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $13.02 $11.42 $12.25 $10.98 $ 9.06 $14.68 $14.36 $12.20 $11.54 $10.23
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 194 241 275 323 404 440 512 544 503 429
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 233 281 334 384 478 700 1,027 1,404 1,102 698
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $12.17 $10.68 $11.76 $ 9.39 $ 6.72 $12.07 $10.93 $10.11 $ 9.45 $ 8.58
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 174 207 245 277 314 387 519 629 806 761
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 286 292 323 367 426 492 721 863 1,078 1,104
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $14.76 $13.03 $15.24 $12.37 $ 8.68 $13.75 $13.92 $12.30 $11.62 $10.22
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 195 211 252 288 333 339 535 605 904 765
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 250 301 334 352 410 587 779 911 1,203 820
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------
Unit value $30.56 $29.42 $28.38 $26.98 $24.94 $33.05 $32.49 $29.95 $29.46 $27.48
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 425 448 488 490 540 727 911 1,125 1,318 1,384
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 864 931 1,017 1,101 1,227 1,569 2,099 2,710 3,408 3,959
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------
Unit value $ 7.84 $ 7.14 $ 8.58 $ 6.82 $ 5.14 $ 8.99 $ 8.79 $ 8.09 $ 7.63 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 173 192 226 279 293 412 286 189 68 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 212 247 327 366 306 347 259 287 29 --
------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $16.98 $14.74 $16.42 $13.37 $10.72 $17.49 $19.67 $17.17 $16.63 $14.39
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 207 234 276 327 392 554 761 919 986 840
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 1,331 1,462 1,650 1,914 2,179 2,770 3,861 5,204 6,654 7,289
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------
Unit value $12.30 $11.00 $11.71 $10.08 $ 6.45 $12.36 $10.60 $10.01 $ 9.12 $ 8.81
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of units
outstanding (000's) 392 422 430 469 444 513 609 854 1,028 278
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of units
outstanding (000's) 443 491 551 657 537 647 737 1,024 1,493 571
------------------------------------------------------------------------------------------------------------------

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 45 and Separate Account No. 49 with the same
daily asset charges of 1.55%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012.

--------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
---------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
--------------------------------------------------------------------------------------------------------------

AXA AGGRESSIVE ALLOCATION
--------------------------------------------------------------------------------------------------------------
Unit value $ 11.69 $ 10.40 $ 11.42 $ 10.26 $ 8.19 $ 13.68 $ 13.09 $11.28 $10.60 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 515 610 715 734 667 566 265 106 40 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 35,500 39,758 44,516 47,988 44,143 31,080 6,793 342 120 --
--------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
--------------------------------------------------------------------------------------------------------------
Unit value $ 11.68 $ 11.34 $ 11.31 $ 10.71 $ 9.90 $ 11.30 $ 10.85 $10.36 $10.27 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 1,529 1,345 1,265 1,146 992 549 334 254 140 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 27,024 26,538 25,752 25,907 18,171 4,087 1,202 501 286 --
--------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
--------------------------------------------------------------------------------------------------------------
Unit value $ 11.63 $ 11.00 $ 11.25 $ 10.48 $ 9.30 $ 11.73 $ 11.29 $10.55 $10.38 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 1,012 933 1,057 999 779 627 429 360 137 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 20,583 20,717 20,999 20,920 16,064 7,023 2,537 671 279 --
--------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
--------------------------------------------------------------------------------------------------------------
Unit value $ 47.62 $ 44.46 $ 46.26 $ 42.75 $ 37.11 $ 49.91 $ 47.71 $43.93 $42.57 $39.77
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 1,165 1,283 1,358 1,456 1,572 1,879 2,045 2,273 2,498 2,668
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 19,858 21,265 22,543 23,023 18,036 9,394 3,387 762 659 461
--------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
--------------------------------------------------------------------------------------------------------------
Unit value $ 11.98 $ 10.91 $ 11.66 $ 10.61 $ 8.84 $ 13.16 $ 12.57 $11.15 -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 2,630 3,067 3,447 3,411 3,625 3,240 2,127 788 -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 119,079 130,217 139,811 147,651 130,940 85,777 22,340 2,035 -- --
--------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------
Unit value $21.75 $19.11 $19.54 $14.90 $11.15 $20.47 $17.82 $16.60 $15.12 $13.48
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 963 1,080 1,213 1,380 1,540 1,874 2,275 2,668 3,054 3,346
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,857 2,859 2,770 2,587 2,766 2,301 1,922 1,979 2,313 2,809
------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL CAP VALUE CORE
------------------------------------------------------------------------------------------------------------
Unit value $10.08 $ 8.77 $ 9.85 $ 8.05 $ 6.38 $ 9.73 $10.82 -- -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 24 26 21 29 69 37 12 -- -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,413 2,620 2,403 2,073 1,829 936 153 -- -- --
------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------
Unit value $22.32 $19.95 $20.92 $18.92 $14.75 $23.62 $23.71 $19.92 $19.65 $18.05
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 858 945 1,061 1,188 1,279 1,597 1,927 2,336 2,719 2,785
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,216 5,468 5,037 4,776 3,421 2,381 1,301 1,147 1,430 1,339
------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------
Unit value $ 6.45 $ 5.57 $ 5.68 $ 4.98 $ 4.54 $ 6.81 $ 6.67 $ 5.84 $ 5.59 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 414 348 350 377 433 479 620 632 71 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 7,452 6,811 6,127 5,308 3,897 2,391 1,207 536 306 --
------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------
Unit value $ 8.59 $ 7.47 $ 7.57 $ 6.83 $ 5.30 $ 9.83 $ 8.91 $ 8.60 $ 8.03 $ 7.87
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 59 52 43 41 43 46 52 53 30 38
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 638 623 620 641 636 349 147 65 88 101
------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------
Unit value $13.36 $11.56 $11.29 $ 9.90 $ 7.65 $12.88 $12.87 $11.67 $11.18 $10.23
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 672 739 921 1,088 1,315 1,850 1,219 1,450 1,594 1,685
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,585 4,729 5,007 5,543 6,117 7,563 4,914 5,540 6,418 6,957
------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-------------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------

EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------
Unit value $229.56 $201.73 $203.81 $178.67 $141.42 $255.59 $250.91 $230.23 $224.21 $199.56
------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 134 155 180 204 232 289 361 422 469 489
------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 408 444 467 502 423 392 361 370 430 484
------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------
Unit value $ 14.13 $ 13.91 $ 13.48 $ 12.94 $ 12.80 $ 14.28 $ 14.07 $ 13.73 $ 13.65 $ 13.32
------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 625 662 752 800 782 1,284 1,359 1,399 1,172 1,191
------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 9,765 9,160 9,069 8,565 6,813 8,678 7,950 8,015 8,979 10,672
------------------------------------------------------------------------------------------------------------
EQ/DAVIS NEW YORK VENTURE
------------------------------------------------------------------------------------------------------------
Unit value $ 9.85 $ 8.94 $ 9.52 $ 8.65 $ 6.63 $ 11.07 $ 10.84 -- -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 151 191 199 237 263 156 35 -- -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 4,570 5,090 5,553 6,031 5,304 3,797 665 -- -- --
------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------
Unit value $ 29.45 $ 25.96 $ 25.98 $ 23.07 $ 18.62 $ 30.17 $ 29.20 $ 15.77 $ 25.07 $ 23.10
------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 549 590 647 761 812 979 1,200 1,369 1,508 1,538
------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 4,671 4,883 5,014 4,766 4,288 4,204 3,534 3,726 4,345 4,750
------------------------------------------------------------------------------------------------------------
EQ/EQUITY GROWTH PLUS
------------------------------------------------------------------------------------------------------------
Unit value $ 15.91 $ 14.15 $ 15.32 $ 13.50 $ 10.73 $ 18.25 $ 16.26 $ 15.11 $ 13.86 $ 12.74
------------------------------------------------------------------------------------------------------------
Separate Account No. 45
number of units
outstanding (000's) 497 591 711 866 1,092 1,275 1,408 1,386 1,261 1,331
------------------------------------------------------------------------------------------------------------
Separate Account No. 49
number of units
outstanding (000's) 6,322 6,980 7,854 9,136 9,050 5,863 2,666 1,390 1,251 1,338
------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
---------------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------

EQ/FRANKLIN CORE BALANCED
------------------------------------------------------------------------------------------------------------------
Unit value $ 10.68 $ 9.75 $ 9.90 $ 9.03 $ 7.03 $ 10.47 $10.42 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 515 520 506 654 619 694 200 -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 8,436 7,905 7,472 8,263 8,326 6,851 1,076 -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON ALLOCATION
------------------------------------------------------------------------------------------------------------------
Unit value $ 8.62 $ 7.64 $ 8.12 $ 7.47 $ 5.90 $ 9.50 -- -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 255 248 227 234 157 104 -- -- -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 24,354 26,377 27,864 29,210 27,745 13,483 -- -- -- --
------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------
Unit value $ 12.82 $ 12.38 $ 12.40 $ 11.49 $ 10.01 $ 11.80 $11.59 $10.49 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 143 184 161 130 138 180 116 33 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,202 2,259 2,245 1,717 1,577 1,416 425 11 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------
Unit value $ 39.01 $ 33.62 $ 35.38 $ 27.10 $ 19.46 $ 28.50 $26.49 $22.64 $22.05 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 275 300 297 280 243 223 148 129 30 --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,829 3,903 4,112 3,958 3,270 2,211 519 111 63 --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------
Unit value $ 12.34 $ 12.09 $ 11.76 $ 11.24 $ 11.19 $ 10.68 $ 9.92 $ 9.74 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 462 477 446 417 454 169 85 4 -- --
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,783 5,949 5,515 5,491 5,387 1,997 457 9 -- --
------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR EQUITY
------------------------------------------------------------------------------------------------------------------
Unit value $ 17.50 $ 15.19 $ 17.60 $ 16.04 $ 10.86 $ 25.86 $18.50 $13.71 $10.48 $ 8.61
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 813 908 1,057 1,240 1,328 1,520 1,689 1,667 1,556 1,439
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 7,373 7,953 8,828 9,622 8,369 5,992 2,602 1,632 1,515 1,462
------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------
Unit value $ 20.03 $ 20.15 $ 19.44 $ 18.94 $ 19.69 $ 19.30 $18.35 $18.07 $18.13 $18.07
------------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 849 955 1,042 1,203 1,536 1,984 2,414 2,944 3,603 4,546
------------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,417 2,375 2,228 2,248 2,058 813 747 873 1,061 1,357
------------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

--------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-----------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
--------------------------------------------------------------------------------------------------------------

EQ/INTERNATIONAL CORE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $11.81 $10.32 $12.62 $11.73 $ 8.81 $16.22 $14.30 $12.18 $ 10.56 $ 9.44
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 281 327 360 418 371 338 355 366 328 238
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,881 6,307 6,351 6,484 4,686 3,598 2,904 2,599 2,863 2,832
--------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $12.31 $10.75 $12.44 $12.01 $ 9.60 $19.79 $17.99 $14.79 $ 13.03 $ 11.20
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,317 1,531 1,710 2,027 2,398 2,956 3,446 3,745 3,983 4,195
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,593 6,041 6,247 6,599 6,749 5,611 1,983 1,000 1,008 1,052
--------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $17.47 $15.11 $18.30 $17.53 $13.67 $24.36 $22.46 $18.15 $ 16.63 $ 13.89
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 479 556 605 665 781 1,017 1,158 1,158 1,121 1,114
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,684 5,124 5,532 5,490 5,347 4,881 3,580 3,145 3,356 3,673
--------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
--------------------------------------------------------------------------------------------------------------
Unit value $13.95 $12.21 $13.09 $11.83 $ 9.09 $15.32 $15.76 $13.30 $ 12.99 $ 11.90
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 182 204 226 228 279 361 415 466 509 568
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,458 2,748 2,986 2,758 2,921 3,721 4,048 4,589 5,234 6,009
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.80 $ 8.66 $ 9.18 $ 8.17 $ 6.56 $10.64 $10.41 $ 9.36 $ 8.87 $ 8.08
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 176 190 221 246 276 327 412 507 599 642
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,088 2,282 2,525 2,683 2,845 3,557 4,130 4,965 5,788 6,613
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
--------------------------------------------------------------------------------------------------------------
Unit value $ 8.44 $ 7.48 $ 7.42 $ 6.50 $ 4.85 $ 7.72 $ 6.88 $ 7.03 $ 6.21 $ 5.82
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,654 1,817 1,989 2,378 2,657 3,164 4,038 4,648 5,347 6,234
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 6,653 7,060 7,310 7,663 7,722 7,920 7,569 9,117 10,421 11,828
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS
--------------------------------------------------------------------------------------------------------------
Unit value $16.27 $14.53 $15.32 $13.60 $10.24 $16.84 $14.80 $13.94 $ 12.99 $ 11.72
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 625 718 773 887 909 1,065 1,228 1,421 1,652 1,886
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,081 4,411 2,793 3,016 2,719 2,698 2,090 2,422 2,867 3,344
--------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------
Unit value $ 6.58 $ 5.74 $ 5.84 $ 5.18 $ 4.42 $10.36 $11.19 $10.64 -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 175 217 81 80 64 68 63 20 -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,757 6,597 2,766 2,425 1,742 1,312 738 113 -- --
------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS
------------------------------------------------------------------------------------------------------------
Unit value $12.95 $11.36 $12.15 $10.95 $ 9.24 $16.56 $17.62 $14.75 $14.21 $12.72
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 3,289 3,807 4,413 5,070 5,899 7,968 3,035 3,256 3,414 3,447
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,492 6,058 6,685 7,574 8,454 9,126 5,695 5,091 5,823 6,106
------------------------------------------------------------------------------------------------------------
EQ/LORD ABBETT LARGE CAP CORE
------------------------------------------------------------------------------------------------------------
Unit value $12.29 $10.82 $12.01 $10.71 $ 8.66 $12.75 $11.70 $10.55 -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 85 121 115 110 81 35 30 5 -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,090 2,347 2,449 2,041 1,080 497 138 45 -- --
------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------
Unit value $15.13 $12.84 $14.61 $12.91 $ 9.55 $16.25 $14.20 $11.48 -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 236 219 211 180 147 113 39 -- -- --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,291 4,068 3,917 3,313 2,704 1,865 310 5 -- --
------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------
Unit value $12.40 $10.76 $11.20 $ 9.04 $ 6.74 $13.50 $12.70 $11.56 $11.04 $ 9.67
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 965 1,101 1,260 1,483 1,671 2,075 2,486 2,857 3,046 3,156
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 6,584 6,910 7,480 7,799 7,091 6,060 4,317 4,297 4,997 5,343
------------------------------------------------------------------------------------------------------------
EQ/MID CAP VALUE PLUS
------------------------------------------------------------------------------------------------------------
Unit value $16.66 $14.26 $16.00 $13.27 $ 9.92 $16.67 $17.21 $15.54 $14.18 $12.22
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,189 1,378 1,611 1,891 2,080 2,791 3,415 3,954 4,357 4,738
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,926 6,450 7,106 8,258 3,049 3,624 3,215 3,279 3,574 3,783
------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------
Unit value $27.18 $27.61 $28.05 $28.48 $28.93 $28.78 $27.92 $27.14 $26.87 $27.08
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 413 545 661 807 1,454 1,294 1,184 1,196 1,317 1,572
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,652 3,062 2,790 3,955 5,634 3,506 2,933 1,954 2,306 3,186
------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

EQ/MONTAG & CALDWELL GROWTH
-----------------------------------------------------------------------------------------------------------------
Unit value $ 5.80 $ 5.23 $ 5.16 $ 4.85 $ 3.79 $ 5.74 $ 4.83 $ 4.54 $ 4.38 --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 360 438 466 577 607 124 62 58 3 --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,632 4,755 5,560 6,055 5,847 1,806 155 14 6 --
-----------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------
Unit value $ 16.28 $ 15.20 $ 16.73 $ 12.84 $ 8.31 $16.02 $13.29 $12.36 -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 320 354 367 354 213 145 44 35 -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 6,105 6,242 5,888 5,105 3,782 2,291 361 40 -- --
-----------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP EQUITY
-----------------------------------------------------------------------------------------------------------------
Unit value $ 9.37 $ 8.33 $ 8.86 $ 8.04 $ 6.53 $10.71 $10.70 -- -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 68 88 96 125 170 194 47 -- -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,742 3,064 3,351 3,613 3,890 3,519 623 -- -- --
-----------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
-----------------------------------------------------------------------------------------------------------------
Unit value $ 11.10 $ 9.37 $ 10.42 $ 9.18 $ 6.73 $11.54 $11.09 -- -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 219 227 173 95 59 58 17 -- -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,557 4,639 3,598 3,094 2,347 1,565 227 -- -- --
-----------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
-----------------------------------------------------------------------------------------------------------------
Unit value $ 10.54 $ 10.54 $ 10.73 $ 10.81 $ 10.17 $10.76 $ 9.81 $ 9.92 -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 858 1,017 1,201 1,362 1,103 493 337 248 -- --
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 12,551 13,482 16,269 17,971 11,794 3,625 1,202 300 -- --
-----------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
-----------------------------------------------------------------------------------------------------------------
Unit value $ 16.61 $ 16.43 $ 16.49 $ 15.77 $ 15.10 $16.41 $15.95 $15.60 $15.54 $15.21
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 276 289 351 392 279 352 389 490 489 495
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,524 4,345 4,269 3,756 1,534 1,355 630 455 480 519
-----------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
-----------------------------------------------------------------------------------------------------------------
Unit value $ 17.44 $ 15.33 $ 16.22 $ 13.10 $ 10.55 $16.27 $16.83 $14.52 $14.15 $12.21
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 298 337 370 435 461 571 681 710 783 789
-----------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,874 4,203 4,357 4,503 2,777 2,196 1,231 854 1,001 1,152
-----------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

--------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDING DECEMBER 31,
-----------------------------------------------------------------------
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
--------------------------------------------------------------------------------------------------------------

EQ/T. ROWE PRICE GROWTH STOCK
--------------------------------------------------------------------------------------------------------------
Unit value $ 17.37 $ 14.84 $15.37 $13.41 $ 9.55 $16.79 $15.90 $16.83 $16.44 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 360 358 396 405 410 471 27 41 9 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,654 4,329 4,145 3,402 2,310 2,146 71 15 -- --
--------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $ 9.09 $ 7.73 $ 8.57 $ 8.06 $ 6.29 $10.80 $10.75 -- -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 94 89 86 100 87 124 39 -- -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,522 3,403 3,481 3,207 3,287 2,998 531 -- -- --
--------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
--------------------------------------------------------------------------------------------------------------
Unit value $ 5.58 $ 5.02 $ 5.25 $ 4.71 $ 3.62 $ 6.12 $ 6.15 $ 5.47 $ 5.10 --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 96 129 112 103 116 141 158 107 -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,078 2,795 2,555 2,496 2,130 1,796 424 102 6 --
--------------------------------------------------------------------------------------------------------------
EQ/VAN KAMPEN COMSTOCK
--------------------------------------------------------------------------------------------------------------
Unit value $ 11.42 $ 9.80 $10.15 $ 8.95 $ 7.08 $11.41 $11.88 $10.41 -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 107 118 105 98 107 123 142 85 -- --
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,148 2,264 2,134 2,153 2,035 1,990 900 131 -- --
--------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
--------------------------------------------------------------------------------------------------------------
Unit value $ 12.02 $ 10.13 $10.94 $ 9.47 $ 6.86 $ 9.62 $ 8.78 $ 8.42 $ 8.23 $ 7,80
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 565 528 448 430 348 402 432 488 647 514
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 8,481 7,538 5,391 3,886 1,482 1,089 319 349 400 500
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
--------------------------------------------------------------------------------------------------------------
Unit value $ 53.41 $ 47.51 $51.49 $44.47 $32.90 $62.68 $57.17 $55.24 $51.85 $46.99
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 91 105 125 92 39 49 62 76 88 99
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 840 902 1,021 764 210 180 171 172 181 211
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
--------------------------------------------------------------------------------------------------------------
Unit value $ 14.49 $ 13.96 $13.40 $12.81 $12.02 $11.91 $11.39 $11.14 $11.13 $10.88
--------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 1,145 1,005 968 916 966 1,145 1,341 1,555 1,721 1,778
--------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 13,810 11,025 9,742 7,487 3,422 2,253 1,474 1,199 1,470 1,625
--------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER INTERNATIONAL EQUITY
------------------------------------------------------------------------------------------------------------
Unit value $12.15 $10.49 $12.99 $12.33 $ 9.64 $18.56 $16.77 $13.59 $11.96 $10.30
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 235 262 301 365 417 488 569 462 473 456
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 3,643 3,858 4,046 4,312 3,649 2,753 1,168 480 411 323
------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP CORE EQUITY
------------------------------------------------------------------------------------------------------------
Unit value $11.06 $ 9.81 $10.76 $ 9.80 $ 7.51 $12.62 $12.21 $10.92 $10.39 $ 9.62
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 142 156 166 191 192 251 302 332 382 403
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,148 1,155 1,066 1,086 981 750 346 269 397 296
------------------------------------------------------------------------------------------------------------
MULTIMANAGER LARGE CAP VALUE
------------------------------------------------------------------------------------------------------------
Unit value $12.73 $11.19 $12.03 $10.80 $ 8.93 $14.50 $14.21 $12.10 $11.47 $10.18
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 244 291 349 391 462 510 606 636 613 560
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,553 2,766 3,050 3,315 3,416 2,431 1,285 919 809 635
------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------
Unit value $11.90 $10.47 $11.54 $ 9.24 $ 6.62 $11.92 $10.82 $10.03 $ 9.40 $ 8.54
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 312 349 414 445 535 685 807 975 1,099 1,103
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,318 2,342 2,479 2,357 1,770 1,398 884 663 773 720
------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------
Unit value $14.43 $12.77 $14.96 $12.17 $ 8.56 $13.58 $13.78 $12.20 $11.54 $10.18
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 275 314 346 395 451 510 656 774 995 827
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,680 2,860 2,739 2,667 1,982 1,394 838 550 720 545
------------------------------------------------------------------------------------------------------------
MULTIMANAGER MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------
Unit value $28.99 $27.96 $27.03 $25.75 $23.85 $31.67 $31.19 $28.82 $28.41 $26.55
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 410 445 464 465 536 755 896 1,045 1,146 1,144
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 2,318 2,141 2,079 1,890 1,874 2,103 1,654 1,626 1,924 2,218
------------------------------------------------------------------------------------------------------------
MULTIMANAGER SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------
Unit value $ 7.62 $ 6.95 $ 8.37 $ 6.66 $ 5.03 $ 8.83 $ 8.65 $ 7.97 $ 7.53 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 144 161 192 253 240 362 218 117 30 --
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 4,047 4,125 4,459 4,460 3,484 2,924 627 195 11 --
------------------------------------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME
AFTER DECEMBER 31, 2012. (CONTINUED)

MULTIMANAGER SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------
Unit value $16.47 $14.33 $15.99 $13.05 $10.48 $17.14 $19.31 $16.89 $16.39 $14.22
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 184 208 246 285 326 512 683 796 837 707
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 1,583 1,633 1,878 1,909 1,879 2,209 2,465 2,629 3,013 3,182
------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------
Unit value $12.03 $10.78 $11.50 $ 9.92 $ 6.36 $12.21 $10.49 $ 9.93 $ 9.07 $ 8.77
------------------------------------------------------------------------------------------------------------
Separate Account No. 45 number of
units outstanding (000's) 773 873 979 1,106 1,152 1,391 1,590 1,869 2,185 284
------------------------------------------------------------------------------------------------------------
Separate Account No. 49 number of
units outstanding (000's) 5,169 5,030 5,183 5,240 4,243 3,629 2,459 2,792 3,478 278
------------------------------------------------------------------------------------------------------------

(21)HYPOTHETICAL ILLUSTRATION

ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM
BENEFITS

The following table illustrates the changes in account value, cash value and
the values of the "5% Roll-Up to age 80" guaranteed minimum death benefit, the
Protection Plus/SM/ benefit and the Guaranteed minimum income benefit under
certain hypothetical circumstances for an Accumulator(R) contract. The table
illustrates the operation of a contract based on a male, issue age 60, who
makes a single $100,000 contribution, takes no withdrawals, and has a current
account value of $105,000 in contract year 3. The amounts shown are for the
beginning of each contract year and assume that all of the account value is
invested in Portfolios that achieve investment returns at constant gross annual
rates of 0% and 6% (i.e., before any investment management fees, 12b-1 fees or
other expenses are deducted from the underlying portfolio assets). After the
deduction of the arithmetic average of the investment management fees, 12b-1
fees and other expenses of all of the underlying Portfolios (as described
below), the corresponding net annual rates of return would be (2.6)% and 3.4%
for the Accumulator(R) contracts at the 0% and 6% gross annual rates,
respectively. These net annual rates of return reflect the trust and separate
account level charges, but they do not reflect the charges we deduct from your
account value annually for the 5% Roll up to age 80 Guaranteed minimum death
benefit, Protection Plus/SM/ benefit, and the Guaranteed minimum income benefit
features, as well as the annual administrative charge. If the net annual rates
of return did reflect these charges, the net annual rates of return shown would
be lower; however, the values shown in the following tables reflect all
contract charges. The values shown under "Lifetime Annual Guaranteed Minimum
Income Benefit" reflect the lifetime income that would be guaranteed if the
Guaranteed minimum income benefit is selected at that contract anniversary. An
"N/A" in these columns indicates that the benefit is not exercisable in that
year. A "0" under any of the death benefit and/or "Lifetime Annual Guaranteed
Minimum Income Benefit" columns indicates that the contract has terminated due
to insufficient account value and, consequently, the guaranteed benefit has no
value.

With respect to fees and expenses deducted from assets of the underlying
portfolios, the amounts shown in the table reflect (1) investment management
fees equivalent to an effective annual rate of 0.56%, and (2) an assumed
average asset charge for all other expenses of the underlying portfolios
equivalent to an effective annual rate of 0.24% and (3) 12b-1 fees equivalent
to an effective annual rate of 0.25%. These rates are the arithmetic average
for all Portfolios that are available as investment options. In other words,
they are based on the hypothetical assumption that account values are allocated
equally among the variable investment options. The actual rates associated with
any contract will vary depending upon the actual allocation of account value
among the investment options. These rates do not reflect expense limitation
arrangements in effect with respect to certain of the underlying portfolios as
described in the footnotes to the fee table for the underlying portfolios in
"Fee table" earlier in this prospectus. With these arrangements, the charges
shown above would be lower. This would result in higher values than those shown
in the following table.

VARIABLE DEFERRED ANNUITY
ACCUMULATOR(R)
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS
$105,000 YEAR 3 ACCOUNT VALUE
MALE, ISSUE AGE 60
BENEFITS:
5% ROLL-UP TO AGE 80 GUARANTEED MINIMUM DEATH BENEFIT
PROTECTION PLUS
GUARANTEED MINIMUM INCOME BENEFIT

---------------------------------------------------------------------------------------------------------
5% ROLL-UP LIFETIME ANNUAL
CONTRACT TO AGE 80 GUARANTEED TOTAL DEATH BENEFIT GUARANTEED MINIMUM
AGE YEAR ACCOUNT VALUE CASH VALUE MINIMUM DEATH BENEFIT WITH PROTECTION PLUS INCOME BENEFIT
---------------------------------------------------------------------------------------------------------
0% 6% 0% 6% 0% 6% 0% 6% 0% 6%
---------------------------------------------------------------------------------------------------------

60 0 100,000 100,000 93,000 93,000 100,000 100,000 100,000 100,000 N/A N/A
---------------------------------------------------------------------------------------------------------
61 1 96,890 102,878 89,890 95,878 105,000 105,000 107,000 107,000 N/A N/A
---------------------------------------------------------------------------------------------------------
62 2 105,000 105,000 99,000 99,000 110,250 110,250 114,350 114,350 N/A N/A
---------------------------------------------------------------------------------------------------------
63 3 101,718 108,006 96,718 103,006 115,763 115,763 122,068 122,068 N/A N/A
---------------------------------------------------------------------------------------------------------
64 4 98,511 111,090 94,511 107,090 121,551 121,551 130,171 130,171 N/A N/A
---------------------------------------------------------------------------------------------------------
65 5 95,375 114,254 92,375 111,254 127,628 127,628 138,679 138,679 N/A N/A
---------------------------------------------------------------------------------------------------------
66 6 92,307 117,501 90,307 115,501 134,010 134,010 147,613 147,613 N/A N/A
---------------------------------------------------------------------------------------------------------
67 7 89,305 120,830 88,305 119,830 140,710 140,710 156,994 156,994 N/A N/A
---------------------------------------------------------------------------------------------------------
68 8 86,366 124,246 86,366 124,246 147,746 147,746 166,844 166,844 N/A N/A
---------------------------------------------------------------------------------------------------------
69 9 83,487 127,748 83,487 127,748 155,133 155,133 177,186 177,186 N/A N/A
---------------------------------------------------------------------------------------------------------
70 10 80,665 131,338 80,665 131,338 162,889 162,889 188,045 188,045 9,627 9,627
---------------------------------------------------------------------------------------------------------
75 15 67,317 150,677 67,317 150,677 207,893 207,893 251,050 251,050 13,326 13,326
---------------------------------------------------------------------------------------------------------
80 20 54,990 172,475 54,990 172,475 265,330 265,330 331,462 331,462 18,069 18,069
---------------------------------------------------------------------------------------------------------
85 25 43,960 197,586 43,960 197,586 265,330 265,330 331,462 331,462 24,543 24,543
---------------------------------------------------------------------------------------------------------
90 30 38,151 231,213 38,151 231,213 265,330 265,330 331,462 331,462 N/A N/A
---------------------------------------------------------------------------------------------------------
95 35 33,109 270,562 33,109 270,562 265,330 265,330 331,462 331,462 N/A N/A
---------------------------------------------------------------------------------------------------------

Appendix I

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

The table below sets forth the dates of the most recent prospectuses,
supplements to those prospectuses and statements of additional information and
supplements you have received to date all of which are hereby incorporated by
reference.

DATES OF PRIOR PROSPECTUSES AND SUPPLEMENTS

------------------------------------------------------------------------------------------------------------------
PRODUCT DISTRIBUTOR
---------------------------------------------------------------------------------
AXA ADVISORS AXA DISTRIBUTORS
---------------------------------------------------------------------------------
PROSPECTUS AND SAI PROSPECTUS AND SAI
PRODUCT NAME DATES SUPPLEMENT DATES DATES SUPPLEMENT DATES
------------------------------------------------------------------------------------------------------------------

Accumulator(R) (IRA, NQ and QP) 5/1/98 5/1/98; 6/18/98; 5/1/98 5/1/98; 6/18/98;
Accumulator(R) (Accumulator only) 11/30/98 5/1/99; 11/30/98; 5/1/99;
5/1/99 5/1/00; 9/1/00; 5/1/00; 9/1/00;
2/9/01; 9/1/01; 2/9/01; 9/1/01;
1/14/02; 2/22/02; 1/14/02; 2/22/02;
7/15/ 02; 8/20/02; 7/15/02; 8/20/02;
1/6/03; 2/20/03; 1/6/03; 2/20/03;
5/15/03; 8/15/03; 5/15/ 03; 8/15/03;
11/24/03; 2/1/04; 11/24/03; 2/1/04;
8/4/04; 8/10/04; 8/4/04; 8/10/04;
12/13/ 04; 12/13/04; 12/31/04;
12/31/04; 5/9/05; 5/9/05; 6/10/05;
6/10/05; 6/17/05; 6/17/05; 7/25/05;
7/25/05; 8/31/05; 8/31/05; 12/2/05;
12/2/05; 2/8/06; 2/8/06; 8/25/06;
8/25/06; 12/11/06; 12/11/06; 5/1/07;
5/1/07; 8/24/07; 8/24/07;9/19/ 07;
9/19/07; 10/19/07; 10/19/07; 2/15/08;
2/15/08; 6/20/08; 6/20/08; 7/21/08;
7/21/08; 8/15/08; 8/15/08; 11/13/08;
11/13/08; 12/1/08; 12/1/08;1/15/09;
1/15/09; 6/8/09; 6/8/09; 8/17/ 09;
8/17/09; 8/18/09; 8/18/09; 9/3/09;
9/3/ 09; 9/25/09; 9/25/09; 1/7/10;
1/7/10; 2/1/10; 2/1/10; 2/5/10;
2/5/10; 6/14/10; 6/14/10; 8/25/10;
8/25/10; 12/15/10; 12/15/10; 12/29/10;
12/29/10; 2/11/11; 2/11/11; 6/30/11;
6/30/11; 8/16/11; 8/16/11; 12/27/11;
12/27/11; 2/6/12; 2/6/12; 6/20/12;
6/20/12; 2/15/13 2/15/13
------------------------------------------------------------------------------------------------------------------

I-1

Statement of additional information

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

TABLE OF CONTENTS

PAGE

Who is AXA Equitable? 2

Custodian and Independent Registered Public Accounting Firm 2

Distribution of the Contracts 2

Calculating Unit Values 2

Financial Statements 2

HOW TO OBTAIN AN ACCUMULATOR(R) STATEMENT OF ADDITIONAL INFORMATION

Send this request form to:
Retirement Service Solutions
P.O. Box 1547
Secaucus, NJ 07096-1547

----------------------------------------------------------------------------------
Please send me a combined Accumulator(R) series SAI dated May 1, 2013
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address

----------------------------------------------------------------------------------
City State Zip

Inforce Supplement
#417007

AXA Equitable Life Insurance Company

SUPPLEMENT DATED MAY 1, 2013 TO THE CURRENT PROSPECTUSES AND SUPPLEMENTS TO THE
PROSPECTUSES FOR:

.. ACCUMULATOR(R)
.. ACCUMULATOR(R) ELITE

.. ACCUMULATOR(R) PLUS
.. ACCUMULATOR(R) SELECT
.. ACCUMULATOR(R) SERIES

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

This Supplement modifies certain information in the above-referenced
prospectuses, supplements to prospectuses and statements of additional
information (together the "Prospectus") offered by AXA Equitable Life Insurance
Company ("AXA Equitable"). You should read this Supplement in conjunction with
your Prospectus and retain it for future reference. This Supplement
incorporates the Prospectus by reference. Unless otherwise indicated, all other
information included in your Prospectus remains unchanged. The terms we use in
this Supplement have the same meaning as in your Prospectus. We will send you
another copy of any prospectus or supplement without charge upon request.
Please contact the customer service center referenced in your Prospectus.

The purpose of this Supplement is to provide you with information regarding
certain Portfolio substitutions. The Portfolios discussed below may not be
available in all contracts. Please note the following:

1. CHANGES TO PORTFOLIOS OF AXA PREMIER VIP TRUST AND EQ ADVISORS TRUST

A. PORTFOLIO SUBSTITUTIONS -- COMBINATION OF CERTAIN VARIABLE INVESTMENT OPTIONS

Beginning on or about June 21, 2013, interests in certain variable investment
options (the ''surviving options'') will replace interests in current variable
investment options (the ''replaced options''), as listed in the table below. We
will move the assets from each replaced option into the applicable surviving
option at relative net asset value. We will also automatically direct any
contributions made to a replaced option to the applicable surviving option. Any
allocation election to a replaced option will be considered as an allocation
election to the applicable surviving option. In addition, if you are enrolled
in any optional rebalancing program, any election to rebalance with respect to
a replaced option will be considered as a rebalancing election to the
applicable surviving option.

You may transfer your account value among the investment options, as usual.
These transfers will not count against the limit (if any) on the number of
transfers permitted under your contract. However, we may impose restrictions on
transfers to prevent or limit disruptive transfer and other ''market timing''
activities by contract owners or agents of contract owners as more fully
described in "Disruptive transfer activity" under "Transferring your money
among investment options." Any contract value remaining in a replaced option on
the substitution date will be transferred to the corresponding surviving
option. Please note that AXA Equitable will bear all expenses related to the
substitutions, and it will have no tax consequences for you. Please contact the
customer service center referenced in your Prospectus for more information
about these options and for information on how to transfer your contract value.

The following is a list of each Replaced Portfolio(s) and its Surviving
Portfolio.

-------------------------------------------------------------------------------
REPLACED (CURRENT) SURVIVING (NEW) EFFECTIVE ON OR
PORTFOLIO NAME(S) PORTFOLIO NAME ABOUT:
-------------------------------------------------------------------------------
Multimanager Mid Cap AXA Tactical Manager 400/(1)/ July 19, 2013
Growth
-------------------------------------------------------------------------------
Multimanager Small AXA Tactical Manager 2000/(1)/ July 12, 2013
Cap Growth
Multimanager Small
Cap Value
-------------------------------------------------------------------------------
EQ/PIMCO Ultra Short EQ/AllianceBernstein Short Duration July 19, 2013
Bond Government Bond/(1)/
-------------------------------------------------------------------------------
EQ/Global Bond PLUS EQ/Core Bond Index July 26, 2013
Multimanager
Multi-Sector Bond
-------------------------------------------------------------------------------
EQ/Oppenheimer Global EQ/Global July 19, 2013
Multi-Sector Equity
-------------------------------------------------------------------------------
EQ/MFS International EQ/International June 21, 2013
Growth Core PLUS
Multimanager
International Equity
-------------------------------------------------------------------------------
EQ/Capital Guardian EQ/Large Cap Core June 21, 2013
Research PLUS
EQ/Davis New York
Venture
EQ/Lord Abbett Large
Cap Core
EQ/UBS Growth and
Income
Multimanager Large
Cap Core Equity
-------------------------------------------------------------------------------

IF
Accum Pre '02 - Accum 7.5 #485412

-------------------------------------------------------------------------------
REPLACED (CURRENT) SURVIVING (NEW) PORTFOLIO
PORTFOLIO NAME(S) NAME EFFECTIVE ON OR ABOUT:
-------------------------------------------------------------------------------
Multimanager Aggressive EQ/Large Cap Growth PLUS July 12, 2013
Equity
EQ/Equity Growth PLUS
EQ/Montag & Caldwell
Growth
-------------------------------------------------------------------------------
EQ/T. Rowe Price Growth EQ/Large Cap Growth PLUS June 21, 2013
Stock
EQ/Wells Fargo Omega
Growth
-------------------------------------------------------------------------------
EQ/BlackRock Basic Value EQ/Large Cap Value PLUS July 26, 2013
Equity
EQ/Boston Advisors Equity
Income
EQ/JPMorgan Value
Opportunities
EQ/Van Kampen Comstock
Multimanager Large Cap
Value
-------------------------------------------------------------------------------
Multimanager Mid Cap Value EQ/Mid Cap Value PLUS July 19, 2013
-------------------------------------------------------------------------------
Multimanager Core Bond EQ/Quality Bond PLUS July 19, 2013
-------------------------------------------------------------------------------

(1)The Surviving Portfolio is new to your contract and will be added
on May 20, 2013. However, the substitution will occur on the date
listed in the chart above.

B. THE FOLLOWING INFORMATION REPLACES THE FIRST SENTENCE OF THE SIXTH PARAGRAPH
AND THE LIST OF VARIABLE INVESTMENT OPTIONS IN THE "INVESTMENT OPTIONS"
SECTION IN YOUR PROSPECTUS SUPPLEMENT OR THE "PORTFOLIOS OF THE TRUSTS"
SECTION UNDER "CONTRACT FEATURES AND BENEFITS" IN YOUR PROSPECTUS. THE
PROSPECTUSES FOR THE TRUSTS CONTAIN OTHER IMPORTANT INFORMATION ABOUT THE
PORTFOLIOS. THE PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING.

PORTFOLIOS OF THE TRUSTS

As described in more detail in the underlying Portfolio prospectuses, the AXA
Allocation Portfolios, the AXA Tactical Manager Portfolios, the EQ/Franklin
Templeton Allocation Portfolio, and certain other affiliated Portfolios use
futures and options to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is high.

----------------------------------------------------------------------------------------------------------------
AXA PREMIER VIP INVESTMENT MANAGER
TRUST CLASS B (OR SUB-ADVISER(S), AS
SHARES PORTFOLIO NAME OBJECTIVE APPLICABLE)
----------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
INVESTMENT MANAGER
EQ ADVISORS TRUST CLASS (OR SUB-ADVISER(S), AS
IB SHARES PORTFOLIO NAME OBJECTIVE APPLICABLE)
--------------------------------------------------------------------------------------------------------------------------

AXA TACTICAL MANAGER 400 Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. BlackRock Investment
Management, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA TACTICAL MANAGER 2000 Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
. BlackRock Investment
Management, LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN Seeks to achieve a balance of current income and capital . AllianceBernstein, L.P.
SHORT DURATION appreciation, consistent with a prudent level of risk.
GOVERNMENT BOND
--------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN Seeks to achieve long-term growth of capital. . AllianceBernstein L.P.
SMALL CAP GROWTH
--------------------------------------------------------------------------------------------------------------------------
EQ/AXA FRANKLIN SMALL Seeks to achieve long-term total return with an emphasis . AXA Equitable Funds
CAP VALUE CORE on risk-adjusted returns and managing volatility in the Management Group, LLC
Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisory
Services, LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY Seeks to achieve long-term capital appreciation. . Calvert Investment
RESPONSIBLE Management Inc.
--------------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
approximates the total return performance of the Russell
3000 Index, including reinvestment of dividends, at a risk
level consistent with that of the Russell 3000 Index.
--------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX Seeks to achieve a total return before expenses that . AXA Equitable Funds
approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government/Credit Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with that Inc.
of the Barclays Intermediate U.S. Government/Credit Index.
--------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX Seeks to achieve a total return before expenses that . 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/FRANKLIN CORE BALANCED Seeks to maximize income while maintaining prospects . AXA Equitable Funds
for capital appreciation with an emphasis on risk-adjusted Management Group, LLC
returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Advisers, Inc.
--------------------------------------------------------------------------------------------------------------------------
EQ/FRANKLIN TEMPLETON Primarily seeks capital appreciation and secondarily seeks . AXA Equitable Funds
ALLOCATION income. Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND Seeks to achieve capital appreciation. . GAMCO Asset Management,
ACQUISITIONS Inc.
--------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY Seeks to maximize capital appreciation. . GAMCO Asset Management,
VALUE Inc.
--------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL MULTI-SECTOR Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
EQUITY emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Morgan Stanley Investment
Management Inc.
--------------------------------------------------------------------------------------------------------------------------

EQ/INTERMEDIATE Seeks to achieve a total return before expenses that . AXA Equitable Funds
GOVERNMENT BOND approximates the total return performance of the Barclays Management Group, LLC
Intermediate U.S. Government Bond Index, including . SSgA Funds Management,
reinvestment of dividends, at a risk level consistent with that Inc.
of the Barclays Intermediate U.S. Government Bond Index.
--------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL CORE Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
PLUS emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Hirayama Investments, LLC
. WHV Investment Management
--------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY Seeks to achieve a total return (before expenses) that . AllianceBernstein L.P.
INDEX approximates the total return performance of a composite
index comprised of 40% DJ EURO STOXX 50 Index, 25%
FTSE 100 Index, 25% TOPIX Index, and 10% S&P/ASX
200 Index, including reinvestment of dividends, at a risk
level consistent with that of the composite index.
--------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL VALUE Seeks to provide current income and long-term growth of . AXA Equitable Funds
PLUS income, accompanied by growth of capital with an Management Group, LLC
emphasis on risk-adjusted returns and managing volatility . BlackRock Investment
in the Portfolio. Management, LLC
. Northern Cross, LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP CORE PLUS Seeks to achieve long-term growth of capital with an . AXA Equitable Funds
emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Institutional Capital LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX Seeks to achieve a total return before expenses that . AllianceBernstein L.P.
approximates the total return performance of the
Russell 1000 Growth Index, including reinvestment of
dividends at a risk level consistent with that of the Russell
1000 Growth Index.
--------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH PLUS Seeks to provide long-term capital growth with an . AXA Equitable Funds
emphasis on risk-adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Marsico Capital
Management, LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX Seeks to achieve a total return before expenses that . SSgA Funds Management,
approximates the total return performance of the Inc.
Russell 1000 Value Index, including reinvestment of
dividends, at a risk level consistent with that of the Russell
1000 Value Index.
--------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE PLUS Seeks to achieve long-term growth of capital with an . AllianceBernstein L.P.
emphasis on risk-adjusted returns and managing volatility . AXA Equitable Funds
in the Portfolio. Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX Seeks to achieve a total return before expenses that . SSgA Funds Management,
approximates the total return performance of the S&P Mid Inc.
Cap 400 Index, including reinvestment of dividends, at a risk
level consistent with that of the S&P Mid Cap 400 Index.

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

----------------------------------------------------------------------------------------------------------------------
INVESTMENT MANAGER
EQ ADVISORS TRUST CLASS (OR SUB-ADVISER(S), AS
IB SHARES PORTFOLIO NAME OBJECTIVE APPLICABLE)
----------------------------------------------------------------------------------------------------------------------

EQ/MID CAP VALUE PLUS Seeks to achieve long-term capital appreciation with an . AXA Equitable Funds
emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Wellington Management
Company, LLP
----------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET Seeks to obtain a high level of current income, preserve . The Dreyfus Corporation
its assets and maintain liquidity.
----------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID Seeks to achieve capital growth. . Morgan Stanley Investment
CAP GROWTH Management Inc.
----------------------------------------------------------------------------------------------------------------------
EQ/MUTUAL LARGE CAP Seeks to achieve capital appreciation, which may . AXA Equitable Funds
EQUITY occasionally be short-term, with an emphasis on risk Management Group, LLC
adjusted returns and managing volatility in the Portfolio. . BlackRock Investment
Management, LLC
. Franklin Mutual Advisers,
LLC
----------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS Seeks to achieve high current income consistent with . AllianceBernstein L.P.
moderate risk to capital.
----------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX Seeks to replicate as closely as possible (before expenses) . AllianceBernstein L.P.
the total return of the Russell 2000 Index.
----------------------------------------------------------------------------------------------------------------------
EQ/TEMPLETON GLOBAL Seeks to achieve long-term capital growth with an . AXA Equitable Funds
EQUITY emphasis on risk adjusted returns and managing volatility Management Group, LLC
in the Portfolio. . BlackRock Investment
Management, LLC
. Templeton Investment
Counsel, LLC
----------------------------------------------------------------------------------------------------------------------

C. IMPORTANT INFORMATION ABOUT THE EFFECTIVE ANNUAL ROLL-UP RATE CREDITED TO
YOUR GUARANTEED MINIMUM DEATH BENEFIT BASE AND GUARANTEED MINIMUM INCOME
BENEFITS BASE

For the purposes of calculating any applicable guaranteed minimum death
benefit base or guaranteed minimum income benefit base (hereinafter,
"benefit base") that is computed based on an annual roll-up rate, the
effective annual roll-up rate credited to your benefit base for each
surviving option will not be less than the replaced option. For more
information about these benefits, please see "Contract features and
benefits" in your Prospectus, or your contract, or consult with your
financial professional.

ACCUMULATOR(R) SERIES IS ISSUED BY AND IS A REGISTERED
SERVICE MARK OF AXA EQUITABLE LIFE INSURANCE COMPANY (AXA EQUITABLE).

CO-DISTRIBUTED BY AFFILIATES AXA ADVISORS, LLC AND AXA DISTRIBUTORS, LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104