REGISTRATION NO. 333-195440
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                POST-EFFECTIVE
                                AMENDMENT NO. 4
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                     AXA EQUITABLE LIFE INSURANCE COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

                                   NEW YORK
        (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                  13-5570651
                     (I.R.S. EMPLOYER IDENTIFICATION NO.)

             1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104
                                (212) 554-1234
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                  DODIE KENT
                 VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
                     AXA EQUITABLE LIFE INSURANCE COMPANY
             1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104
                                (212) 554-1234
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                 PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

                          CHRISTOPHER E. PALMER, ESQ.
                              GOODWIN PROCTER LLP
                           901 NEW YORK AVENUE, N.W.
                            WASHINGTON, D.C. 20001

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

Approximate date of commencement of proposed sale to the public: As soon after
the effective date of this Registration Statement as is practicable.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.  [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box:  [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration statement number of the earlier
effective registration statement for the same offering.  [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [_]

If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the commission pursuant to Rule 462(e) under the Securities Act, check the
following box.  [_]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box.  [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


                                                                                            
Large accelerated filer  [_]                                                 Accelerated filer          [_]

Non-accelerated filer    [X]  (do not check if a smaller reporting company)  Smaller reporting company  [_]


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

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================






AXA Equitable Life Insurance Company

SUPPLEMENT DATED OCTOBER 20, 2014 TO THE CURRENT PROSPECTUS FOR THE STRUCTURED
INVESTMENT OPTION

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


This Supplement modifies certain information in the above-referenced current
prospectus (the "Prospectus"). You should read this Supplement in conjunction
with the Prospectus and retain it for future reference. This Supplement
incorporates the Prospectus by reference. Unless otherwise indicated, all other
information included in the Prospectus remains unchanged. The terms and section
headings we use in this Supplement have the same meaning as in the 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 the
addition of new Segment Types to your contract that are tied to the performance
of the Russell(R) 2000 Price Return Index and the MSCI EAFE Price Return Index.

Please note the following updates to the Prospectus, which will be effective as
of October 20, 2014, subject to regulatory approval:

1. THE FOLLOWING SEGMENT TYPES ARE ADDED TO THE PROSPECTUS:



--------------------------------------------------------------------------------------------
            INDEX                    SEGMENT DURATION                SEGMENT BUFFER
--------------------------------------------------------------------------------------------
                                                        
Russell(R) 2000 Price Return              1 year                          -10%
Index
--------------------------------------------------------------------------------------------
Russell(R) 2000 Price Return              3 year                          -20%
Index
--------------------------------------------------------------------------------------------
Russell(R) 2000 Price Return              5 year                          -20%
Index
--------------------------------------------------------------------------------------------
MSCI EAFE Price Return Index              1 year                          -10%
--------------------------------------------------------------------------------------------


Please note that these new Segment Types are not available in EQUI-VEST(R)
Vantage/SM/ (NJACTS only) contracts.

2. THE SECOND PARAGRAPH OF THE SECTION "WHAT IS THE STRUCTURED INVESTMENT
   OPTION" ON PAGE 1 OF THE PROSPECTUS IS REPLACED IN ITS ENTIRETY WITH THE
   FOLLOWING:

The Structured Investment Option permits you to invest in one or more Segments,
each of which provides performance tied to the performance of a specified
securities index (the "Index"), for set periods of one, three or five years. We
may offer Segments with different durations and different indices in the
future. The Structured Investment Option does not involve an investment in any
underlying portfolio. Instead, it is an obligation of AXA Equitable. Unlike an
index fund, the Structured Investment Option provides a return at maturity
designed to provide protection against certain decreases in the Index in
exchange for a limitation on participation in certain increases in the Index.
The extent of the downside protection at maturity is the first 10% or 20% of
loss depending on the Segment Buffer applicable to that Segment. THERE IS A
RISK OF A SUBSTANTIAL LOSS OF YOUR PRINCIPAL BECAUSE YOU AGREE TO ABSORB ALL
LOSSES TO THE EXTENT THEY EXCEED THE PROTECTION PROVIDED BY THE STRUCTURED
INVESTMENT OPTION AT MATURITY. IF YOU WOULD LIKE A GUARANTEE OF PRINCIPAL, WE
OFFER OTHER INVESTMENT OPTIONS THAT PROVIDE SUCH GUARANTEES.

3. THE DEFINITIONS OF "INDEX," "SEGMENT BUSINESS DAY," "SEGMENT TYPE" AND
   "STRUCTURED INVESTMENT OPTION" IN THE "DEFINITIONS OF KEY TERMS" SECTION ON
   PAGE 5 OF THE PROSPECTUS ARE REPLACED IN THEIR ENTIRETY WITH THE FOLLOWING:

INDEX -- An Index used to determine the Segment Rate of Return for a Segment.
We currently offer Segment Types based on the performance of the S&P 500 Price
Return Index, the Russell(R) 2000 Price Return Index and the MSCI EAFE Price
Return Index. In the future, we may offer Segment Types based on other indices.

SEGMENT BUSINESS DAY -- A business day that all indices underlying Segments
available for similar investment options available under all our variable
annuity contracts are scheduled to be open and to publish prices. A scheduled
holiday for any one index disqualifies that day from being scheduled as a
Segment Business Day for all Segments. We use Segment Business Days in this
manner so that, based on published holiday schedules, we mature all Segments on
the same day and start all new Segments on a subsequent day.

To obtain currently scheduled Segment Start Dates and Segment Maturity Dates,
please see the following websites:

..   For EQUI-VEST(R) Series 201 contracts, please see
    www.axa-equitable.com/equivest201sio.

..   For EQUI-VEST(R) Strategies Series 900 contracts, please see
    www.axa-equitable.com/equivest900sio.

..   For EQUI-VEST(R) Strategies Series 901 contracts, please see
    www.axa-equitable.com/equivest901sio.

..   For EQUI-VEST(R) Vantage/SM/ Additional Contributions Tax-Sheltered (ACTS)
    Program -- New Jersey Department of Higher Education certificates, please
    see www.axa-equitable.com/nj.

This design, among other things, facilitates the roll over of maturing Segment
Investments into new Segments. It is possible that due to emergency conditions,
an Index cannot provide a price on a day that was scheduled to be a Segment
Business Day. If the NYSE experiences an emergency close and cannot publish any
prices, we cannot mature or start any Segments.


                   IM-14-14 (10/14)
                   SIO-NB/IF                         Catalog No. 153473 (10/14)
                   SAR Mail                                             #764622








SEGMENT TYPE -- Comprises all Segments having the same Index, Segment Duration,
and Segment Buffer. Each Segment Type has a corresponding Segment Holding
Account.

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

4. THE "STRUCTURED INVESTMENT OPTION" SUB-SECTION IN THE "STRUCTURED INVESTMENT
   OPTION AT A GLANCE - KEY FEATURES" SECTION ON PAGE 7 OF THE PROSPECTUS IS
   REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

See "Definition of key terms" on the prior page and "Description of the
Structured Investment Option" later in this Prospectus for more detailed
explanations of terms associated with the Structured Investment Option.

  .   Seven Segment Types with Segment Durations of one, three and five years.

  .   Investments in Segments are not investments in underlying mutual funds;
      Segments are not "index funds." A Segment Type offers an opportunity to
      invest in a Segment that is tied to the performance of an Index. You
      participate in the performance of an Index by investing in a Segment. You
      do not participate in the investment results of any assets we hold in
      relation to a Segment. We hold assets in a "non-unitized" separate
      account we have established under the New York Insurance Law to support
      our obligations under the Structured Investment Option. We calculate the
      results of an investment in a Segment pursuant to one or more formulas
      described later in this Prospectus. Depending upon the performance of the
      Index, you could lose money by investing in one or more Segments.

  .   The Index is used to determine the Segment Rate of Return for a Segment.
      We currently offer Segment Types based on the performance of the S&P 500
      Price Return Index, the Russell(R) 2000 Price Return Index, and the MSCI
      EAFE Price Return Index. In the future, we may offer Segment Types based
      on other indices.

  .   The Segment Return Amount (which equals the Segment Investment multiplied
      by the Segment Rate of Return) will only be applied on the Segment
      Maturity Date.

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

  .   On any date prior to maturity, we calculate the Segment Interim Value for
      each Segment as described in "Appendix I -- Segment Interim Value". This
      amount may be less than the amount invested and may be less than the
      amount you would receive had you held the investment until maturity. The
      Segment Interim Value will generally be negatively affected by increases
      in the expected volatility of index prices, interest rate increases, and
      by poor market performance. All other factors being equal, the Segment
      Interim Value would be lower the earlier a withdrawal or surrender is
      made during a Segment. Also, participation in upside performance for
      early withdrawals is pro-rated based on the period those amounts were
      invested in a Segment. This means you participate to a lesser extent in
      upside performance the earlier you take a withdrawal.

  .   BOTH THE PERFORMANCE CAP RATE AND THE SEGMENT BUFFER ARE RATES OF RETURN
      FROM THE SEGMENT START DATE TO THE SEGMENT MATURITY DATE.

  .   THE HIGHEST LEVEL OF PROTECTION ON A SEGMENT MATURITY DATE IS THE -20%
      SEGMENT BUFFER AND THE LOWEST LEVEL OF PROTECTION IS THE -10% SEGMENT
      BUFFER.


  .   THIS OPTION GENERALLY OFFERS GREATER UPSIDE POTENTIAL, BUT LESS DOWNSIDE
      PROTECTION, THAN FIXED INDEXED ANNUITIES, BOTH PRIOR TO AND AT MATURITY.
      Fixed index annuities, which are not offered under this Prospectus,
      generally provide index-linked returns up to a specified maximum
      crediting rate as well as a guaranteed minimum return.


  .   Total account value of $1,000 must be accumulated in the Segment Holding
      Account before it can be swept into a Segment.

  .   Contributions or amounts accumulated in other investment options can be
      allocated to the Segment Holding Account.

  .   Your entire account value can be allocated to the Structured Investment
      Option.

  .   We reserve the right to suspend or terminate contributions and/or
      transfers into the Segment Holding Account.

5. THE "STRUCTURED INVESTMENT OPTION" SUB-SECTION IN THE "DESCRIPTION OF THE
   STRUCTURED INVESTMENT OPTION" SECTION ON PAGE 10 OF THE PROSPECTUS IS
   REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

STRUCTURED INVESTMENT OPTION

The Structured Investment Option consists of Segment Types which provide a rate
of return tied to the performance of an Index. Each month, you have the
opportunity to invest in a Segment, subject to the requirements, limitations
and procedures disclosed in this section. Investments in Segments are not
investments in underlying mutual funds; Segments are not "index funds."

SEGMENT HOLDING ACCOUNT -- AN ACCOUNT THAT HOLDS ALL CONTRIBUTIONS AND
TRANSFERS ALLOCATED TO A SEGMENT TYPE PENDING INVESTMENT IN A SEGMENT. THE
SEGMENT HOLDING ACCOUNT IS PART OF THE EQ/MONEY MARKET VARIABLE INVESTMENT
OPTION.

                                      2







SEGMENT START DATE -- THE SEGMENT BUSINESS DAY ON WHICH A NEW SEGMENT IS
ESTABLISHED. THIS IS GENERALLY THE SECOND SEGMENT BUSINESS DAY OCCURRING AFTER
THE 13TH OF EACH MONTH.

SEGMENT INVESTMENT -- THE AMOUNT TRANSFERRED TO A SEGMENT ON ITS SEGMENT START
DATE, AS ADJUSTED FOR ANY WITHDRAWALS AND CHARGES FROM THAT SEGMENT.

SEGMENT TYPE

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

SEGMENT BUSINESS DAY -- A BUSINESS DAY THAT ALL INDICES UNDERLYING SEGMENTS
AVAILABLE FOR SIMILAR INVESTMENT OPTIONS AVAILABLE UNDER ALL OUR VARIABLE
ANNUITY CONTRACTS ARE SCHEDULED TO BE OPEN AND TO PUBLISH PRICES. A SCHEDULED
HOLIDAY FOR ANY ONE INDEX DISQUALIFIES THAT DAY FROM BEING SCHEDULED AS A
SEGMENT BUSINESS DAY FOR ALL SEGMENTS. WE USE SEGMENT BUSINESS DAYS IN THIS
MANNER SO THAT, BASED ON PUBLISHED HOLIDAY SCHEDULES, WE MATURE ALL SEGMENTS ON
THE SAME DAY AND START ALL NEW SEGMENTS ON A SUBSEQUENT DAY.

TO OBTAIN CURRENTLY SCHEDULED SEGMENT START DATES AND SEGMENT MATURITY DATES,
PLEASE SEE THE FOLLOWING WEBSITES:

..   FOR EQUI-VEST(R) SERIES 201 CONTRACTS, PLEASE SEE
    WWW.AXA-EQUITABLE.COM/EQUIVEST201SIO.

..   FOR EQUI-VEST(R) STRATEGIES SERIES 900 CONTRACTS, PLEASE SEE
    WWW.AXA-EQUITABLE.COM/EQUIVEST900SIO.

..   FOR EQUI-VEST(R) STRATEGIES SERIES 901 CONTRACTS, PLEASE SEE
    WWW.AXA-EQUITABLE.COM/EQUIVEST901SIO.

..   FOR EQUI-VEST VANTAGE/SM/ CONTRACTS, PLEASE SEE WWW.AXA-EQUITABLE.COM/NJ.

THIS DESIGN, AMONG OTHER THINGS, FACILITATES THE ROLL OVER OF MATURING SEGMENT
INVESTMENTS INTO NEW SEGMENTS. IT IS POSSIBLE THAT DUE TO EMERGENCY CONDITIONS,
AN INDEX CANNOT PROVIDE A PRICE ON A DAY THAT WAS SCHEDULED TO BE A SEGMENT
BUSINESS DAY. IF THE NYSE EXPERIENCES AN EMERGENCY CLOSE AND CANNOT PUBLISH ANY
PRICES, WE CANNOT MATURE OR START ANY SEGMENTS.

SEGMENT DURATION -- THE PERIOD FROM THE SEGMENT START DATE TO THE SEGMENT
MATURITY DATE. WE CURRENTLY OFFER SEGMENT DURATIONS OF ONE YEAR, THREE YEARS
AND FIVE YEARS.

SEGMENT BUFFER -- THE PORTION OF ANY NEGATIVE INDEX PERFORMANCE RATE THAT WE
ABSORB ON A SEGMENT MATURITY DATE FOR A PARTICULAR SEGMENT. ANY PERCENTAGE
DECLINE IN A SEGMENT'S INDEX PERFORMANCE RATE IN EXCESS OF THE SEGMENT BUFFER
REDUCES YOUR SEGMENT MATURITY VALUE. WE CURRENTLY OFFER SEGMENT BUFFERS OF -10%
AND -20%.

The following Segment Types are currently available:



--------------------------------------------------------------------------------------------
            INDEX                    SEGMENT DURATION                SEGMENT BUFFER
--------------------------------------------------------------------------------------------
                                                        
S&P 500 Price Return Index                1 year                          -10%
--------------------------------------------------------------------------------------------
S&P 500 Price Return Index                3 year                          -20%
--------------------------------------------------------------------------------------------
S&P 500 Price Return Index                5 year                          -20%
--------------------------------------------------------------------------------------------
Russell(R) 2000 Price Return              1 year                          -10%
Index
--------------------------------------------------------------------------------------------
Russell(R) 2000 Price Return              3 year                          -20%
Index
--------------------------------------------------------------------------------------------
Russell(R) 2000 Price Return              5 year                          -20%
Index
--------------------------------------------------------------------------------------------
MSCI EAFE Price Return Index              1 year                          -10%
--------------------------------------------------------------------------------------------


AT MATURITY, THE HIGHEST LEVEL OF PROTECTION IS THE -20% SEGMENT BUFFER AND THE
LOWEST LEVEL OF PROTECTION IS THE -10% SEGMENT BUFFER.

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

Each Segment has a Performance Cap Rate that we set on the Segment Start Date.
See "Performance Cap Rate" below.

For example, a Segment could be S&P 500 Price Return Index/ 1
year/-10%/September 2015 with a 20% Performance Cap Rate declared on the
Segment Start Date. This means that you will participate in the performance of
the S&P 500 Price Return Index for one year starting from the September 2014
Segment Start Date. If the Index performs positively during this period, your
rate of return at maturity could be as much as 20% for that Segment Duration.
If the Index performs negatively during this period, at maturity you will be
protected from the first 10% of the Index's decline. If the Index performance
is between -10% and 0%, your Segment Return Amount at maturity will equal your
Segment Investment.

PERFORMANCE CAP RATE -- THE HIGHEST SEGMENT RATE OF RETURN THAT CAN BE CREDITED
ON A SEGMENT MATURITY DATE.

                                      3







INDEX PERFORMANCE RATE -- FOR A SEGMENT, THE PERCENTAGE CHANGE IN THE VALUE OF
THE INDEX FROM THE SEGMENT START DATE TO THE SEGMENT MATURITY DATE. THE INDEX
PERFORMANCE RATE MAY BE POSITIVE OR NEGATIVE.

PERFORMANCE CAP THRESHOLD -- THE MINIMUM RATE YOU MAY SPECIFY AS A
PARTICIPATION REQUIREMENT THAT THE PERFORMANCE CAP RATE FOR A NEW SEGMENT MUST
EQUAL OR EXCEED IN ORDER FOR AMOUNTS TO BE TRANSFERRED FROM THE SEGMENT HOLDING
ACCOUNT INTO A NEW SEGMENT.

BOTH THE PERFORMANCE CAP RATE AND THE SEGMENT BUFFER ARE RATES OF RETURN FROM
THE SEGMENT START DATE TO THE SEGMENT MATURITY DATE. The performance of the
Index, the Performance Cap Rate and the Segment Buffer are all measured from
the Segment Start Date to the Segment Maturity Date, and the Performance Cap
Rate and Segment Buffer apply if you hold the Segment until the Segment
Maturity Date. If you surrender or cancel your EQUI-VEST(R) contract, die or
make a withdrawal from a Segment before the Segment Maturity Date, the Segment
Buffer will not necessarily apply to the extent it would on the Segment
Maturity Date, and any upside performance will be limited to a percentage lower
than the Performance Cap Rate. Please see "Your account value in the Structured
Investment Option" later in this section. A partial withdrawal from a Segment
does not affect the Performance Cap Rate and Segment Buffer that apply to any
remaining amounts that are held in the Segment through the Segment Maturity
Date.

We reserve the right to offer any or all Segment Types less frequently than
monthly or to stop offering any or all of them or to suspend offering any or
all of them temporarily. Please see "Suspension, termination and changes to the
Segment Type and Index" later in this section. We may also add different
Segment Types in the future.

You may not have more than 12 active Segments in addition to the Segment
Holding Account.

6. THE "INDEX" SUB-SECTION IN THE "DESCRIPTION OF THE STRUCTURED INVESTMENT
   OPTION" SECTION ON PAGE 11 OF THE PROSPECTUS IS REPLACED IN ITS ENTIRETY
   WITH THE FOLLOWING:

INDICES

Each Segment Type references an Index that determines the performance of its
associated Segments. We currently offer Segment Types based on the performance
of the S&P 500 Price Return Index, the Russell(R) 2000 Price Return Index and
the MSCI EAFE Price Return Index. Throughout this Prospectus, we refer to these
indices using the term "Index" or, collectively, "Indices."


Please note that each Index is a price return index, which means that changes
in the value of the Index are determined solely by changes in the price of each
security included in the Index. By contrast, a total return index also includes
the value of all dividends, interest, rights offerings or other distributions
associated with each security included in the index. For example, the value of
the S&P 500 Total Return Index incorporates dividends and other distributions
by assuming that they are reinvested in the entire index.


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

RUSSELL 2000(R) PRICE RETURN INDEX. The Russell 2000(R) Price Return Index was
established by Russell Investments. The Russell 2000(R) Price Return Index
measures the performance of the small-cap segment of the U.S. equity universe.
The Russell 2000(R) Price Return Index is a subset of the Russell 3000(R) Index
representing approximately 10% of the total market capitalization of that
index. It includes approximately 2,000 of the smallest securities based on a
combination of their market cap and current index membership. The Russell
2000(R) Price Return Index does not include dividends declared by any of the
companies included in this Index.

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

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

7. THE FOLLOWING DISCLOSURE IS ADDED TO THE END OF APPENDIX II TO THE
   PROSPECTUS:

Frank Russell Company requires that the following disclosure be included in
this Prospectus:

The Structured Investment Option is not sponsored, endorsed, sold or promoted
by Frank Russell Company ("Russell"). Russell makes no representation or
warranty, express or implied, to the owners of the Structured Investment Option
or any member of the public regarding the advisability of investing in
securities generally or in the Product(s) particularly or the ability of the
Russell 2000(R) Price Return Index to track general stock market performance or
a segment of the same. Russell's publication of the Russell 2000(R) Price
Return Index in no way suggests or implies an opinion by Russell as to the
advisability of investment in any or all of the securities upon which the
Russell 2000(R) Price Return Index is based. Russell's only relationship to AXA
Equitable is the licensing of certain trademarks and trade names of Russell and
of the Russell 2000(R) Price Return Index which is determined, composed and
calculated by Russell without regard to AXA Equitable or the Structured
Investment Option. Russell is not responsible for and has not reviewed the
Structured Investment Option nor any associated literature or publications and
Russell makes no representation or warranty express or implied as to their
accuracy or completeness, or otherwise. Russell reserves the right, at any time
and without notice, to alter, amend, terminate or in any way change the
Structured Investment Option. Russell has no obligation or liability in
connection with the administration, marketing or trading of the Structured
Investment Option.

                                      4







RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL
2000(R) PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE
NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY AXA EQUITABLE,
INVESTORS, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE RUSSELL 2000(R) PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO
THE RUSSELL 2000(R) PRICE RETURN INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR
ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

MSCI Inc. requires that the following disclosure be included in this Prospectus:

THIS PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC.
("MSCI"), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER
THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY
MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE MSCI INDEXES ARE THE
EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S)
OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES
BY AXA EQUITABLE. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY
OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS
GENERALLY OR IN THIS PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO
TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE
LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI
INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO
THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR
ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE
ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO
CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE
OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION
OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN
THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO
WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY
OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER
PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING
OF THIS PRODUCT. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR
USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS
RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY,
ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR
ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS,
OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA
INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR
IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY
FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES
(INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
No purchaser, seller or holder of this product, or any other person or entity,
should use or refer to any MSCI trade name, trademark or service mark to
sponsor, endorse, market or promote this security without first contacting MSCI
to determine whether MSCI's permission is required. Under no circumstances may
any person or entity claim any affiliation with MSCI without the prior written
permission of MSCI.

     Distributed by affiliate AXA Advisors, LLC, and for certain contracts
              co-distributed by affiliate AXA Distributors, LLC,
               1290 Avenue of the Americas, New York, NY 10104.

   Copyright 2014 AXA Equitable Life Insurance Company. All rights reserved.

                     AXA Equitable Life Insurance Company
                          1290 Avenue of the Americas
                              New York, NY 10104
                                 212-554-1234

                                      5



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION



                                                                      ESTIMATED
ITEM OF EXPENSE                                                        EXPENSE
---------------                                                       ---------
                                                                   
Registration fees                                                      $     0
Federal taxes                                                            N/A
State taxes and fees (based on 50 state average)                         N/A
Trustees' fees                                                           N/A
Transfer agents' fees                                                    N/A
Printing and filing fees                                               $50,000*
Legal fees                                                               N/A
Accounting fees                                                          N/A
Audit fees                                                             $20,000*
Engineering fees                                                         N/A
Directors and officers insurance premium paid by Registrant              N/A

--------
* Estimated expense.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The by-laws of AXA Equitable Life Insurance Company ("AXA Equitable")
provide, in Article VII, as follows:

         7.4    Indemnification of Directors, Officers and Employees. (a) To
                the extent permitted by the law of the State of New York and
                subject to all applicable requirements thereof:

                (i)    any person made or threatened to be made a party to any
                       action or proceeding, whether civil or criminal, by
                       reason of the fact that he or she, or his or her
                       testator or intestate, is or was a director, officer or
                       employee of the Company shall be indemnified by the
                       Company;

                (ii)   any person made or threatened to be made a party to any
                       action or proceeding, whether civil or criminal, by
                       reason of the fact that he or she, or his or her
                       testator or intestate serves or served any other
                       organization in any capacity at the request of the
                       Company may be indemnified by the Company; and

                (iii)  the related expenses of any such person in any of said
                       categories may be advanced by the Company.

                       (b) To the extent permitted by the law of the State of
                       New York, the Company may provide for further
                       indemnification or advancement of expenses by resolution
                       of shareholders of the Company or the Board of
                       Directors, by amendment of these By-Laws, or by
                       agreement. {Business Corporation Law ss.ss. 721-726;
                       Insurance Law ss.1216}

                The directors and officers of AXA Equitable are insured under
policies issued by X. L. Insurance Company, Arch Insurance Company, Endurance
Insurance Company, U.S. Specialty Insurance, St. Paul Travelers, Chubb
Insurance Company, AXIS Insurance Company and Zurich Insurance Company. The
annual limit on such policies is $105 million, and the policies insure the
officers and directors against certain liabilities arising out of their conduct
in such capacities.



ITEM 16. EXHIBITS

         Exhibits No.

     (1) (a)    Distribution Agreement dated as of January 1, 1998 among The
                Equitable Life Assurance Society of the United States (now AXA
                Equitable Life Insurance Company) for itself and as depositor
                on behalf of certain Separate Accounts, and Equitable
                Distributors, Inc. (now AXA Distributors, LLC), incorporated
                herein by reference to the Registration Statement on Form N-4
                (File No. 333-64749), filed on August 5, 2011.

                (i)    First Amendment dated January 1, 2001 to Distribution
                       Agreement dated January 1, 1998, incorporated herein by
                       reference to the Registration Statement on Form N-4
                       (File No. 333-64749), filed on August 5, 2011.

                (ii)   Second Amendment dated January 1, 2012 to Distribution
                       Agreement dated January 1, 1998, incorporated herein by
                       reference to Registration Statement on Form N-4 (File
                       No. 333-05593) filed on April 24, 2012.

         (b)    Distribution and Servicing Agreement dated as of May 1, 1994,
                among Equico Securities (now AXA Advisors, LLC), The Equitable
                Life Assurance Society of the United States, and Equitable
                Variable Life Insurance Company, incorporated herein by
                reference to Exhibit 3(c) to the Registration Statement on Form
                N-4 (File No. 2-30070), refiled electronically July 10, 1998.

                (i)    Letter of Agreement dated April 20, 1998 for
                       Distribution Agreement, among The Equitable Life
                       Assurance Society of the United States and EQ Financial
                       Consultants, Inc. (now AXA Advisors, LLC), incorporated
                       herein by reference to Exhibit No. 3(c) to Registration
                       Statement (File No. 33-83750), filed on May 1, 1998.

         (c)    Distribution Agreement for services by The Equitable Life
                Assurance Society of the United States to AXA Network, LLC and
                its subsidiaries dated January 1, 2000 incorporated herein by
                reference to Exhibit 3(d) to Registration Statement (File No.
                33-83750) filed April 19, 2001.

         (d)    Transition Agreement for services by AXA Network, LLC and its
                subsidiaries to The Equitable Life Assurance Society of the
                United States dated January 1, 2000 incorporated herein by
                reference to Exhibit 3(e) to Registration Statement (File No.
                33-83750) filed April 19, 2001.

         (e)    Distribution Agreement, dated as of January 1, 1998 by and
                between The Equitable Life Assurance Society of the United
                States for itself and as depositor on behalf of the Equitable
                Life separate accounts and Equitable Distributors, Inc.,
                incorporated herein by reference to the Registration Statement
                filed on Form N-4 (File No. 333-64749) filed on August 5, 2011.

                (i)    First Amendment dated as of January 1, 2001 to the
                       Distribution Agreement dated as of January 1, 1998
                       between The Equitable Life Assurance Society of the
                       United States for itself and as depositor on behalf of
                       the Equitable Life separate accounts and Equitable
                       Distributors, Inc., incorporated herein by reference to
                       the Registration Statement filed on Form N-4 (File No.
                       333-127445) filed on August 11, 2005.

                (ii)   Second Amendment dated as of January 1, 2012 to the
                       Distribution Agreement dated as of January 1, 1998
                       between AXA Equitable Life Insurance Company and AXA
                       Distributors LLC incorporated herein by reference to the
                       Registration Statement filed on Form N-4 (File No.
                       333-05593) filed on April 24, 2012.

         (f)    General Agent Sales Agreement dated January 1, 2000 between The
                Equitable Life Assurance Society of the United States and AXA
                Network, LLC and its subsidiaries, incorporated herein by
                reference to Exhibit 3(h) to the Registration Statement on Form
                N-4, (File No. 2-30070), filed April 19, 2004.

                (i)    First Amendment dated January 1, 2003 to General Agent
                       Sales Agreement dated January 1, 2000 between The
                       Equitable Life Assurance Society of the

                                     II-2



                       United States and AXA Network, LLC and its subsidiaries,
                       incorporated herein by reference to the Registration
                       Statement on Form N-4, (File No. 333-05593), filed
                       April 24, 2012.

                (ii)   Second Amendment dated as of January 1, 2004 to General
                       Agent Sales Agreement dated January 1, 2000 between The
                       Equitable Life Assurance Society of the United States
                       and AXA Network, LLC and its subsidiaries, incorporated
                       herein by reference to the Registration Statement on
                       Form N-4, (File No. 333-05593), filed April 24, 2012.

                (iii)  Third Amendment dated as of July 19,2004 to General
                       Agent Sales Agreement dated as of January 1, 2000 by and
                       between The Equitable Life Assurance Society of the
                       United States and AXA Network, LLC and its subsidiaries
                       incorporated herein by reference to Registration
                       Statement on Form N-4 (File No. 333-127445), filed on
                       August 11, 2005.

                (iv)   Fourth Amendment dated as of November 1, 2004 to General
                       Agent Sales Agreement dated as of January 1, 2000 by and
                       between The Equitable Life Assurance Society of the
                       United States and AXA Network, LLC and its subsidiaries
                       incorporated herein by reference to Registration
                       Statement on Form N-4 (File No. 333-127445), filed on
                       August 11, 2005.

                (v)    Fifth Amendment dated as of November 1, 2006, to General
                       Agent Sales Agreement dated as of January 1, 2000 by and
                       between The Equitable Life Assurance Society of the
                       United States and AXA Network, LLC and its subsidiaries
                       incorporated herein by reference to Registration
                       Statement on Form N-4 (File No. 333-05593), filed on
                       April 24, 2012.

                (vi)   Sixth Amendment dated as of February 15, 2008, to
                       General Agent Sales Agreement dated as of January 1,
                       2000 by and between AXA Equitable Life Insurance Company
                       (formerly known as The Equitable Life Assurance Society
                       of the United States) and AXA Network, LLC and its
                       subsidiaries, incorporated herein by reference to
                       Registration Statement on Form N-4 (File No. 333-05593)
                       filed on April 24, 2012.

                (vii)  Seventh Amendment dated as of February 15, 2008, to
                       General Agent Sales Agreement dated as of January 1,
                       2000 by and between AXA Equitable Life Insurance Company
                       (formerly known as The Equitable Life Assurance Society
                       of the United States) and AXA Network, LLC and its
                       subsidiaries, incorporated herein by reference to
                       Registration Statement on Form N-4 (File No. 2-30070) to
                       Exhibit 3(r), filed on April 20, 2009.

                (viii) Eighth Amendment dated as of November 1, 2008, to
                       General Agent Sales Agreement dated as of January 1,
                       2000 by and between AXA Equitable Life Insurance Company
                       (formerly known as The Equitable Life Assurance Society
                       of the United States) and AXA Network, LLC and its
                       subsidiaries, incorporated herein by reference to
                       Registration Statement on Form N-4 (File No. 2-30070) to
                       Exhibit 3(s), filed on April 20, 2009.

                (ix)   Ninth Amendment dated as of November 1, 2011 to General
                       Agent Sales Agreement dated as of January 1, 2000 by and
                       between AXA Life Insurance Company (formerly known as
                       The Equitable Life Assurance Society of the United
                       States) and AXA Network, LLC and its subsidiaries,
                       incorporated herein by reference to Registration
                       Statement on Form N-4 (File No. 333-05593) filed on
                       April 24, 2012.

         (g)    Form of Brokerage General Agent Sales Agreement with Schedule
                and Amendment to Brokerage General Agent Sales Agreement among
                [Brokerage General Agent] and AXA Distributors, LLC, AXA
                Distributors Insurance Agency, LLC, AXA Distributors Insurance
                Agency of Alabama, LLC, and AXA Distributors Insurance Agency
                of Massachusetts, LLC, incorporated herein by reference to
                Exhibit No. 3.(i) to Registration Statement (File No.
                333-05593) on Form N-4, filed on April 20, 2005.

         (h)    Form of Wholesale Broker-Dealer Supervisory and Sales Agreement
                among [Broker-Dealer] and AXA Distributors, LLC, incorporated
                herein by reference to Exhibit No. 3.(j) to Registration
                Statement (File No. 333-05593) on Form N-4, filed on April 20,
                2005.

                                     II-3



         (i)    Amended and Restated Participation Agreement among EQ Advisors
                Trust, AXA Equitable Life Insurance Company ("AXA Equitable"),
                AXA Distributors and AXA Advisors dated July 15, 2002 is
                incorporated herein by reference to Post-Effective Amendment
                No. 25 to the EQ Advisor's Trust Registration Statement on Form
                N-1A (File No. 333-17217 and 811-07953), filed on February 7,
                2003.

                (i)    Amendment No. 1, dated May 2, 2003, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 28 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on February 10, 2004.

                (ii)   Amendment No. 2, dated July 9, 2004, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 35 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on October 15, 2004.

                (iii)  Amendment No. 3, dated October 1, 2004, to the Amended
                       and Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 35 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on October 15, 2004.

                (iv)   Amendment No. 4, dated May 1, 2005, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 37 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on April 7, 2005.

                (v)    Amendment No. 5, dated September 30, 2005, to the
                       Amended and Restated Participation Agreement among EQ
                       Advisors Trust, AXA Equitable, AXA Distributors and AXA
                       Advisors dated July 15, 2002 incorporated herein by
                       reference to Post-Effective Amendment No. 44 to the EQ
                       Advisor's Trust Registration Statement (File No.
                       333-17217) on Form N-1A filed on April 5, 2006.

                (vi)   Amendment No. 6, dated August 1, 2006, to the Amended
                       and Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 51 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on February 2, 2007.

                (vii)  Amendment No. 7, dated May 1, 2007, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 53 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on April 27, 2007.

                (viii) Amendment No. 8, dated January 1, 2008, to the Amended
                       and Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 56 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on December 27, 2007.

                (ix)   Amendment No. 9, dated May 1, 2008, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 61 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on February 13, 2009.

                (x)    Amendment No. 10, dated January 1, 2009, to the Amended
                       and Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 64 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on March 16, 2009.

                (xi)   Amendment No. 11, dated May 1, 2009, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 67 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on April 15, 2009.

                (xii)  Amendment No. 12, dated September 29, 2009, to the
                       Amended and Restated Participation Agreement among EQ
                       Advisors Trust, AXA Equitable, AXA Distributors and AXA
                       Advisors dated July 15, 2002 incorporated herein by
                       reference to Post-Effective Amendment No. 70 to the EQ
                       Advisor's Trust Registration Statement (File No.
                       333-17217) on Form N-1A filed on January 21, 2010.

                                     II-4



                (xiii) Amendment No. 13, dated August 16, 2010, to the Amended
                       and Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       Post-Effective Amendment No. 77 To the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on February 3, 2011.

                (xiv)  Amendment No. 14, dated December 15, 2010, to the
                       Amended and Restated Participation Agreement among EQ
                       Advisors Trust, AXA Equitable, AXA Distributors and AXA
                       Advisors dated July 15, 2002 incorporated herein by
                       reference to Post-Effective Amendment No. 77 To the EQ
                       Advisor's Trust Registration Statement (File No.
                       333-17217) on Form N-1A filed on February 3, 2011.

                (xv)   Amendment No. 15, dated June 7, 2011, to the Amended and
                       Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable, AXA Distributors and AXA Advisors
                       dated July 15, 2002 incorporated herein by reference to
                       and/or previously filed with Post-Effective Amendment
                       No. 84 to EQ Advisor's Trust Registration Statement
                       (File No. 333-17217) on Form N-1A filed on
                       August 17, 2011.

                (xvi)  Amendment No. 16, dated April 30, 2012, to the Amended
                       and Restated Participation Agreement among EQ Advisors
                       Trust, AXA Equitable and AXA Distributors dated
                       July 15,2002 incorporated herein by reference to
                       Post-Effective Amendment No. 96 to the EQ Advisor's
                       Trust Registration Statement (File No. 333-17217) on
                       Form N-1A filed on February 7, 2012.

     (2)        Not applicable.

     (4) (a)    Form of Endorsement Applicable to Traditional IRA
                (2010IRA-I-PCS), incorporated herein by reference to Exhibit 4
                (a) to the Registration Statement (File No. 333-165395) on Form
                N-4 filed on September 13, 2010.

         (b)    Form of Endorsement Applicable to Non-Qualified Contracts
                (2010NQ-I-PCS), incorporated herein by reference to Exhibit 4
                (b) to the Registration Statement (File No. 333-165395) on Form
                N-4 filed on September 13, 2010.

         (c)    Form of Endorsement Applicable to Roth IRA Contracts
                (2010ROTH-I-PCS), incorporated herein by reference to Exhibit 4
                (c) to the Registration Statement (File No. 333-165395) on Form
                N-4 filed on September 13, 2010.

         (d)    Form of Flexible Premium Deferred Variable and Index Linked
                Annuity Contract (2010PCSBASE-I-A), incorporated herein by
                reference to Exhibit 4 (d) to the Registration Statement (File
                No. 333-165395) on Form N-4 filed on September 13, 2010.

         (e)    Form of Data Page (Part A - Personal Data) (2010PCSDP),
                incorporated herein by reference to Exhibit 4 (e) to the
                Registration Statement (File No. 333-165395) on Form N-4 filed
                on September 13, 2010 and refiled on August 30, 2012.

         (f)    Form of Data Page (Part C - Charges) (2010PCSDP-ADV),
                incorporated herein by reference to Exhibit 4 (f) to the
                Registration Statement (File No. 333-165395) on Form N-4 filed
                on September 13, 2010.

         (g)    Form of Data Page (Part C - Charges) (2010PCSDP-B),
                incorporated herein by reference to Exhibit 4 (g) to the
                Registration Statement (File No. 333-165395) on Form N-4 filed
                on September 13, 2010 and refiled on August 30, 2012.

         (h)    Form of Data Page (Part C - Charges) (2010PCSDP-C),
                incorporated herein by reference to Exhibit 4 (g)(ii) to the
                Registration Statement (File No. 333-165395) on Form N-4 filed
                on August 30, 2012.

         (i)    Form of Endorsement Applicable to The Protected Investment
                Option (Form No. 2014ECAPENDO-I) incorporated herein by
                reference to Exhibit 4 (i) to the Registration Statement (File
                No. 333-165395) on Form N-4 filed May 13, 2014.

         (j)    Form of Enrollment Form/Application 2014 SCS App 01 ADV (AXA
                Advisors) incorporated herein by reference to Exhibit 4 (j) to
                the Registration Statement (File No. 333-165395) on Form N-4
                filed May 13, 2014.

         (k)    Form of Enrollment Form/Application 2014 SCS App 01 B (AXA
                Advisors) incorporated herein by reference to Exhibit 4 (k) to
                the Registration Statement (File No. 333-165395) on Form N-4
                filed May 13, 2014.

         (l)    Form of Enrollment Form/Application 2014 SCS App 01 C (AXA
                Advisors) incorporated herein by reference to Exhibit 4 (l) to
                the Registration Statement (File No. 333-165395) on Form N-4
                filed May 13, 2014.

         (m)    Form of Enrollment Form/Application 2014 SCS App 02 ADV (AXA
                Distributors, LLC) incorporated herein by reference to
                Exhibit 4 (m) to the Registration Statement (File No.
                333-165395) on Form N-4 filed May 13, 2014.

         (n)    Form of Enrollment Form/Application 2014 SCS App 02 B (AXA
                Distributors, LLC) incorporated herein by reference to
                Exhibit 4 (n) to the Registration Statement (File No.
                333-165395) on Form N-4 filed May 13, 2014.

         (o)    Form of Enrollment Form/Application 2014 SCS App 02 C B (AXA
                Distributors, LLC) incorporated herein by reference to
                Exhibit 4 (o) to the Registration Statement (File No.
                333-165395) on Form N-4 filed May 13, 2014.

     (5)        Opinion of Dodie Kent, Esq., Vice President and Associate
                General Counsel, filed herewith.

     (8)        Not applicable.

     (12)       Not applicable.

     (15)       Not applicable.

     (23)       Consent of PricewaterhouseCoopers LLP, Filed herewith.

     (24)       Powers of Attorney, filed herewith.

     (25)       Not applicable.

     (26)       Not applicable.

                                     II-5



ITEM 17. UNDERTAKINGS

                (a)      The undersigned registrant hereby undertakes:

                         (1)  To file, during any period in which offers or
                              sales are being made, a post-effective amendment
                              to this registration statement:

                                   (i)  to include any prospectus required by
                                        Section 10(a)(3) of the Securities Act
                                        of 1933;

                                   (ii) to reflect in the prospectus any facts
                                        or events arising after the effective
                                        date of the registration statement (or
                                        the most recent post-effective
                                        amendment thereof) which, individually
                                        or in the aggregate represent a
                                        fundamental change in the information
                                        set forth in the registration
                                        statement. Notwithstanding the
                                        foregoing, any increase or decrease in
                                        volume of securities offered (if the
                                        total dollar value of securities
                                        offered would not exceed that which was
                                        registered) and any deviation from the
                                        low or high end of the estimated
                                        maximum offering range may be reflected
                                        in the form of prospectus filed with
                                        the Commission pursuant to Rule 424(b)
                                        if, in the aggregate, the changes in
                                        volume and price represent no more than
                                        20% change in the maximum aggregate
                                        offering price set forth in the
                                        "Calculation of Registration Fee" table
                                        in the effective registration statement;

                                   (iii)to include any material information
                                        with respect to the plan of
                                        distribution not previously disclosed
                                        in the registration statement or any
                                        material change to such information in
                                        the registration statement;

                provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
                (a)(1)(iii) do not apply if the information required to be
                included in a post-effective amendment by those paragraphs is
                contained in reports filed with or furnished to the Commission
                by the registrant pursuant to Section 13 or Section 15(d) of
                the Securities Exchange Act of 1934 that are incorporated by
                reference in the registration statement, or is contained in a
                form of prospectus filed pursuant to Rule 424(b) that is part
                of this Registration Statement.

                         (2)      That, for the purpose of determining any
                                  liability under the Securities Act of 1933,
                                  each such post-effective amendment shall be
                                  deemed to be a new registration statement
                                  relating to the securities offered therein,
                                  and the offering of such securities at that
                                  time shall be deemed to be the initial bona
                                  fide offering thereof.

                         (3)      To remove from registration by means of a
                                  post-effective amendment any of the
                                  securities being registered which remain
                                  unsold at the termination of the offering.

                         (4)      That, for the purpose of determining
                                  liability under the Securities Act of 1933 to
                                  any purchaser, each prospectus filed

                                     II-6



                                  pursuant to Rule 424(b) as part of a
                                  registration statement relating to an
                                  offering, other than registration statements
                                  relying on Rule 430B or other than
                                  prospectuses filed in reliance on Rule 430A,
                                  shall be deemed to be part of and included in
                                  the registration statement as of the date it
                                  is first used after effectiveness. Provided,
                                  however, that no statement made in a
                                  registration statement or prospectus that is
                                  part of the registration statement or made in
                                  a document incorporated or deemed
                                  incorporated by reference into the
                                  registration statement or prospectus that is
                                  part of the registration statement will, as
                                  to a purchaser with a time of contract of
                                  sale prior to such first use, supersede or
                                  modify any statement that was made in the
                                  registration statement or prospectus that was
                                  part of the registration statement or made in
                                  any such document immediately prior to such
                                  date of first use.

                         (5)      That, for the purpose of determining
                                  liability of the Registrant under the
                                  Securities Act of 1933 to any purchaser in
                                  the initial distribution of the securities:
                                  The undersigned Registrant undertakes that in
                                  a primary offering of securities of the
                                  undersigned Registrant pursuant to this
                                  registration statement, regardless of the
                                  underwriting method used to sell the
                                  securities to the purchaser, if the
                                  securities are offered or sold to such
                                  purchaser by means of any of the following
                                  communications, the undersigned Registrant
                                  will be a seller to the purchaser and will be
                                  considered to offer or sell such securities
                                  to such purchaser: (i) Any preliminary
                                  prospectus or prospectus of the undersigned
                                  Registrant relating to the offering required
                                  to be filed pursuant to Rule 424; (ii) Any
                                  free writing prospectus relating to the
                                  offering prepared by or on behalf of the
                                  undersigned Registrant or used or referred to
                                  by the undersigned Registrant; (iii) The
                                  portion of any other free writing prospectus
                                  relating to the offering containing material
                                  information about the undersigned Registrant
                                  or its securities provided by or on behalf of
                                  the undersigned Registrant; and (iv) Any
                                  other communication that is an offer in the
                                  offering made by the undersigned Registrant
                                  to the purchaser.

                (b) The undersigned registrant hereby undertakes that, for
                purposes of determining any liability under the Securities Act
                of 1933, each filing of the registrant's annual report pursuant
                to Section 13(a) or Section 15(d) of the Securities Exchange
                Act of 1934 that is incorporated by reference in the
                registration statement shall be deemed to be a new registration
                statement relating to the securities offered therein, and the
                offering of such securities at that time shall be deemed to be
                the initial bona fide offering thereof.

                                     II-7



                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of New York, on
this 15th day of August, 2014.

                                   AXA EQUITABLE LIFE INSURANCE COMPANY
                                        (Depositor)

                                   By:  /s/ Dodie Kent
                                        ----------------------------------------
                                        Dodie Kent
                                        Vice President and Associate General
                                        Counsel
                                        AXA Equitable Life Insurance Company


   As required by the Securities Act of 1933, this amendment to the
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICER:

*Mark Pearson                  Chairman of the Board, Chief Executive Officer,
                               Director and President

PRINCIPAL FINANCIAL OFFICER:

*Anders B. Malmstrom           Senior Executive Director
                               and Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

*Andrea M. Nitzan              Executive Director and Chief Accounting Officer

*DIRECTORS:

Henri de Castries           Danny L. Hale                Lorie A. Slutsky
Ramon de Oliveira           Peter S. Kraus               Richard C. Vaughan
Denis Duverne               Mark Pearson
Barbara Fallon-Walsh        Bertram Scott

*By:  /s/ Dodie Kent
      --------------------------
      Dodie Kent
      Attorney-in-Fact

August 15, 2014



                                 EXHIBIT INDEX


          EXHIBIT NO.                                        TAG VALUE

          (5)         Opinion and Consent of Dodie Kent      EX-99.5

          (23)        Consent of PricewaterhouseCoopers LLP  EX-99.23

          (24)        Powers of Attorney                     EX-99.24