FILED PURSUANT TO RULE 424(B)(3)
                                                    REGISTRATION NO. 333-195429

EQUI-VEST(R)

Employer-Sponsored Retirement Plans


PROSPECTUS DATED MAY 1, 2015


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. YOU SHOULD READ THE PROSPECTUSES FOR EACH TRUST
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

WHAT IS EQUI-VEST(R)?

EQUI-VEST(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 also offers death benefit protection and a number of
payout options. You invest to accumulate value on a tax-deferred basis in one
or more of our variable investment options and our guaranteed interest option
or in our fixed maturity options ("investment options").

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 contract should also be read carefully.

Each of these contracts may not currently be available in all states.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond
.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(1)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth

.. MFS(R) Investors Trust
.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology

.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------


INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA/Templeton Global Equity Managed Volatility

.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(1)/
.. AXA Aggressive Allocation

.. AXA Balanced Strategy

.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Moderate Allocation
.. AXA Moderate Growth Strategy
.. AXA Moderate-Plus Allocation
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(2)/

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

(1)This is the variable investment option's new name, effective on or about
   May 22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for this variable investment option's
   former name.
(2)This variable investment option will be available on or about May 22, 2015,
   subject to regulatory approval. Please see "Portfolios of the Trusts" later
   in this prospectus for more information.


You allocate amounts to the variable investment options, under your choice of
investment method subject to any restrictions. Each variable investment option
is a subaccount of Separate Account A. Each variable investment option, in
turn, invests in a corresponding securities portfolio ("portfolio") that is
part of one of the trusts (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 options, which are discussed later in this prospectus.

TYPES OF CONTRACTS. For existing and new contract owners, we offer different
"series" of contracts for use as:

Employer-funded traditional individual retirement annuities ("IRAs"):

..   A simplified employee pension plan ("SEP") sponsored by an employer.

..   SEPs funded by salary reduction arrangements ("SARSEPs") for plans
    established by employers before January 1, 1997. Although we still issue
    these contracts to employees whose employer's plans enrolled on this basis,
    plans of this type are no longer available under EQUI-VEST(R) to new
    employer groups without existing plans.

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.


                                  EV-Employer Sponsored Retirement Plans (IF/NB)
                                                                         #792868








..   SIMPLE IRAs funded by employee salary reduction and employer contributions.

Other employer-sponsored contracts:

..   Trusteed contracts to fund defined contribution "HR-10" or "Keogh" plans of
    employers who are sole proprietorships, partnerships, or business trusts,
    or plans of corporations, including non-profit organizations and states or
    local governmental entities.

..   Annuitant-Owned contracts to fund defined contribution HR-10 or Keogh plans.

..   An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity (basic "TSA")
    for public schools and nonprofit entities under Internal Revenue Code
    Section 501(c)(3).

..   A TSA annuity issued to participants of TSA plans generally sponsored by
    universities ("University TSA") that prohibits loans and has restrictions
    not included in a basic TSA.

..   To fund Internal Revenue Code Section 457 employee deferred compensation
    ("EDC") plans of state and municipal governments and tax-exempt
    organizations.

Minimum contribution amounts of $20 may be made under the contract.


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, 2015, is a part of one of the registration
statements. The SAI is available free of charge. You may request one by writing
to our processing office at P.O. Box 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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.


Although this prospectus is primarily designed for potential purchasers of the
contract, you may have previously purchased a contract and are receiving this
prospectus as a current contract owner. If you are a current contract owner,
you should note that the options, features and charges of the contract may have
varied over time and may vary depending on your state. For more information
about the particular options, features and charges applicable to you, please
contact your financial professional and/or refer to your contract and/or see
Appendix III.






Contents of this Prospectus

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


             Index of key words and phrases                      5
             Who is AXA Equitable?                               7
             How to reach us                                     8
             EQUI-VEST(R) contracts for employer-sponsored
               retirement plans at a glance -- key features     10

             ------------------------------------------------------
             FEE TABLE                                          12
             ------------------------------------------------------

             Examples                                           13
             EQUI-VEST(R) series 100 and 200 contracts --
               For TSA, University TSA, SEP, SARSEP, EDC and
               Annuitant-Owned HR-10 contracts:                 14
             EQUI-VEST(R) series 200 Trusteed contracts         14
             EQUI-VEST(R) series 300 contracts                  14
             EQUI-VEST(R) series 400 contracts                  14
             Condensed financial information                    14

             ------------------------------------------------------
             1. CONTRACT FEATURES AND BENEFITS                  15
             ------------------------------------------------------
             How you can purchase and contribute to your
               contract                                         15
             Owner and annuitant requirements                   17
             How you can make your contributions                17
             What are your investment options under the
               contract?                                        17
             Portfolios of the Trusts                           19
             Selecting your investment method                   30
             ERISA considerations for employers                 31
             Allocating your contributions                      31
             Your right to cancel within a certain number of
               days                                             31

             ------------------------------------------------------
             2. DETERMINING YOUR CONTRACT'S VALUE               32
             ------------------------------------------------------
             Your account value and cash value                  32
             Your contract's value in the variable investment
               options                                          32
             Your contract's value in the guaranteed interest
               option                                           32
             Your contract's value in the fixed maturity
               options                                          32
             Insufficient account value                         32

             ------------------------------------------------------
             3.TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 33
             ------------------------------------------------------
             Transferring your account value                    33
             Disruptive transfer activity                       33
             Automatic transfer options                         34
             Investment simplifier                              34
             Rebalancing your account value                     35

-------------
"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.

                                      3

                          CONTENTS OF THIS PROSPECTUS







             ------------------------------------------------------
             4. ACCESSING YOUR MONEY                            36
             ------------------------------------------------------
             Withdrawing your account value                     36
             How withdrawals are taken from your account value  37
             Loans under TSA, governmental employer EDC and
               Corporate Trusteed contracts                     37
             Texas ORP participants                             38
             Termination                                        38
             When to expect payments                            38
             Your annuity payout options                        39

             ------------------------------------------------------
             5. CHARGES AND EXPENSES                            41
             ------------------------------------------------------
             Charges that AXA Equitable deducts                 41
             Charges under the contracts                        41
             For all contract series                            45
             Charges that the Trusts deduct                     46
             Variations in charges                              46

             ------------------------------------------------------
             6. PAYMENT OF DEATH BENEFIT                        47
             ------------------------------------------------------
             Your beneficiary and payment of benefit            47
             How death benefit payment is made                  47
             Beneficiary continuation option (For TSAs, SEPs,
               SARSEP and SIMPLE IRAs only) -- May not be
               available in all states                          48

             ------------------------------------------------------
             7. TAX INFORMATION                                 49
             ------------------------------------------------------
             Tax information and ERISA matters                  49
             Buying a contract to fund a retirement arrangement 49
             Special rules for tax-favored retirement plans     50
             Additional "Saver's Credit" for salary reduction
               contributions to certain plans or a traditional
               IRA or Roth IRA                                  50
             Qualified plans                                    50
             Tax-sheltered annuity contracts (TSAs)             51
             Distributions from Qualified Plans and TSAs        53
             Simplified Employee Pensions (SEPs)                56
             SIMPLE IRAs (Savings Incentive Match Plan)         56
             Public and tax-exempt organization employee
               deferred compensation plans (EDC Plans)          57
             Traditional Individual Retirement Annuities
               (traditional IRAs)                               59
             ERISA matters                                      66
             Certain rules applicable to plans designed to
               comply with Section 404(c) of ERISA              67
             Federal and state income tax withholding and
               information reporting                            67
             Federal income tax withholding on periodic
               annuity payments                                 67
             Federal income tax withholding on non-periodic
               annuity payments (withdrawals) which are not
               eligible rollover distributions                  67
             Mandatory withholding from eligible rollover
               distributions                                    67
             Impact of taxes to AXA Equitable                   68


             ------------------------------------------------------
             8. MORE INFORMATION                                69
             ------------------------------------------------------
             About our Separate Account A                       69
             About the Trusts                                   69
             About our fixed maturity options                   69
             About the general account                          70
             About other methods of payment                     71
             Dates and prices at which contract events occur    71
             About your voting rights                           72
             Cybersecurity                                      72
             Statutory compliance                               72
             About legal proceedings                            72
             Financial statements                               72
             Transfers of ownership, collateral assignments,
               loans, and borrowing                             72
             Funding changes                                    73
             Distribution of the contracts                      73

             ------------------------------------------------------
             9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 76
             ------------------------------------------------------



                                                         
       -----------------------------------------------------------------
       APPENDICES
       -----------------------------------------------------------------
         I  --  Condensed financial information                     I-1
        II  --  Market value adjustment example                    II-1
       III  --  State contract availability and/or variations of  III-1
                  certain features and benefits

       -----------------------------------------------------------------
       STATEMENT OF ADDITIONAL INFORMATION
         Table of contents
       -----------------------------------------------------------------


                                      4

                          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

            account value                                        32
            annuitant                                            31
            annuity payout options                               39
            Annuitant-Owned HR-10                                17
            AXA Equitable Access Account                         47
            beneficiary                                          47
            beneficiary continuation option                      48
            business day                                         71
            cash value                                           32
            contract date                                        15
            contract date anniversary                            15
            contract year                                        15
            contributions                                        15
            disruptive transfer activity                         33
            DOL                                                  50
            EDC                                                   1
            ERISA                                                31
            elective deferral contributions                      51
            fixed maturity amount                                29
            fixed maturity option                                29
            guaranteed interest option                           29
            IRA                                                   1
            investment options                                 1,17
            market adjusted amount                               29


                                                               PAGE

            market timing                                        33
            market value adjustment                              29
            maturity value                                       29
            nonelective contribution                             57
            Online Account Access                                 8
            partial withdrawals                                  36
            portfolio                                             1
            processing office                                     8
            rate to maturity                                     29
            Required Beginning Date                              65
            SAI                                                   2
            SEC                                                   2
            salary reduction contributions                       50
            SARSEP                                               17
            SEP                                                   6
            SIMPLE IRA                                           48
            TOPS                                                  8
            Trusteed contracts                                   43
            TSA                                                1,51
            Trusts                                               34
            unit                                                 32
            unit investment trust                                69
            variable investment options                          18

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 do 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.

---------------------------------------------------------------------
 PROSPECTUS                    CONTRACT OR SUPPLEMENTAL MATERIALS
---------------------------------------------------------------------
fixed maturity options         Guarantee Periods or Fixed Maturity
                               Accounts

variable investment options    Investment Funds or Investment
                               Divisions

account value                  Annuity Account Value

rate to maturity               Guaranteed Rates

guaranteed interest option     Guaranteed Interest Account

unit                           Accumulation unit

unit value                     Accumulation unit value
---------------------------------------------------------------------

                                      5

                        INDEX OF KEY WORDS AND PHRASES






In this prospectus, we use a "series" number when necessary to identify a
particular contract. We discuss four series of contracts. Once you have
purchased a contract you can identify the EQUI-VEST(R) series you have by
referring to your confirmation notice, or you may contact your financial
professional, or you may call our toll-free number. The series designations are
as follows:


 -----------------------------------------------------------------------------
 TSA, SEP, EDC, ANNUITANT-OWNED HR-10   series 100
 AND TRUSTEED CONTRACTS.                This series is no longer available
                                        for new purchasers except in NJ and
                                        NY for Trusteed.
 -----------------------------------------------------------------------------
 TSA, EDC, ANNUITANT-OWNED HR-10,       series 200
 TRUSTEED, SEP AND SARSEP CONTRACTS.    This series is available for new
                                        purchasers of Trusteed and
                                        Annuitant-Owned HR-10 contracts in
                                        all states except in NY and NJ. Also
                                        available for SEP and SARSEP
                                        contracts in MD, OR and WA.
                                        This series is available for TSA and
                                        EDC to issue contracts to new
                                        participants in existing units for
                                        certain plans in a limited number of
                                        states.
 -----------------------------------------------------------------------------
 SEP AND SARSEP CONTRACTS IN ALL        series 300
 STATES EXCEPT IN MD, OR AND WA.
 -----------------------------------------------------------------------------
 SIMPLE IRA CONTRACT APPROVED IN ALL    series 400
 STATES EXCEPT OR, PA AND PR.
 -----------------------------------------------------------------------------


                                      6

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      7

                             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 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:

  AXA Equitable
  EQUI-VEST(R)
  Unit Annuity Lockbox
  P.O. Box 13463
  Newark, NJ 07188-0463

FOR TSA, GOVERNMENTAL EMPLOYER EDC AND CORPORATE TRUSTEED LOAN REPAYMENTS SENT
BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Loan Repayments Lockbox
  P.O. Box 13496
  Newark, NJ 07188-0496

FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:

  AXA Equitable
  JPMorganChase
  EQUI-VEST(R) Lockbox #13463
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be listed on express mail packages
  Attn: Extraction Supervisor, (718) 242-0716
--------------------------------------------------------------------------------
 FOR CORRESPONDENCE WITHOUT CHECKS:

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  100 Madison Street, Suite 1000
  Syracuse, NY 13202

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: 100 Madison Street, Suite 1000, Syracuse, New York 13202.
--------------------------------------------------------------------------------
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
--------------------------------------------------------------------------------
 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 fixed maturity options; and

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

You can also:

..   change your allocation percentages and/or transfer among the variable
    investment options and the guaranteed interest option (not available for
    transfers to fixed maturity options);

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

Under TOPS only you can:

..   elect the investment simplifier.


Under Online Account Access only you can:

..   make a loan payment (for TSA and EDC only);


..   elect to receive certain contract statements electronically;

..   change your address;

..   access "Frequently Asked Questions" and certain service forms; and

..   obtain performance information regarding the variable investment options.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You can use TOPS by calling toll free (800)755-7777. You may use
Online Account Access by visiting our website at ww.axa.com and logging in to
access your account. 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

                                      8

                             WHO IS AXA EQUITABLE?






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 disruptive transfer activity, such as "market timing" (see
"Disruptive transfer activity" in "Transferring your money among investment
options" later in this prospectus).


We reserve the right to discontinue offering TOPS at any time in the future.

--------------------------------------------------------------------------------
 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. to 7:00
p.m., and on Friday until 5:00 p.m., Eastern Time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you, via the TDD.
--------------------------------------------------------------------------------
 TOLL-FREE TELEPHONE SERVICE:

You may reach us toll-free by calling (800) 841-0801 for a recording of daily
unit values for the variable investment options.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)election of the automatic investment program (not applicable to all
   contracts);

(2)election of the investment simplifier;

(3)election of the automatic deposit service;

(4)election of the rebalancing program;

(5)election of required minimum distribution automatic withdrawal option;

(6)election of beneficiary continuation option (TSA, SEP, SARSEP, and SIMPLE
   IRA contracts only);

(7)transfer/rollover of assets to another carrier;

(8)request for a loan (ERISA and non-ERISA TSA if permitted by plan,
   governmental employer EDC (subject to state availability) and Corporate
   Trusteed contracts);


(9)automatic transfer of the principal portion of loan repayments to your
   investment options according to your investment allocation instructions
   currently on file;

(10)tax withholding election;

(11)contract surrender and withdrawal requests; and

(12)death claims.


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

(1)address changes;

(2)beneficiary changes;

(3)transfers among investment options; and

(4)change of ownership (when applicable).

We anticipate requiring status documentation in the case of certain changes of
ownership or address changes where Foreign Account Tax Compliance Act ("FATCA")
withholding could be required. See "Tax Information" later in this Prospectus.

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

(1)automatic investment program;

(2)investment simplifier;

(3)rebalancing program;

(4)systematic withdrawals; and

(5)the date annuity payments are to begin.

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

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. For TSA, SEP, and SIMPLE IRA contracts we need the annuitant's signature
and in some cases the Plan Administrator's signature if the Plan requires it.

                                      9

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) contracts for employer-sponsored retirement plans at a glance --
key features

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


                         
PROFESSIONAL INVESTMENT     EQUI-VEST(R)'s variable investment
MANAGEMENT                  options invest in different portfolios
                            sub-advised by professional investment
                            advisers.
--------------------------------------------------------------------
GUARANTEED INTEREST OPTION  .   Principal and interest guarantees
                            .   Interest rates set periodically
--------------------------------------------------------------------

FIXED MATURITY OPTIONS      .   10 (7 in Oregon) fixed maturity
                                options with maturities ranging
                                from approximately 1 to 10 years (1
                                to 7 in Oregon).
                            .   Each fixed maturity option offers a
                                guarantee of principal and interest
                                rate if you hold it to maturity.
                            ----------------------------------------
                            If you make any withdrawals (including
                            transfers, surrender or termination 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.
                            ----------------------------------------
                            Only available for contracts in states
                            where approved.
--------------------------------------------------------------------


                                                             
TAX ADVANTAGES  .   On earnings inside the contract                No tax until you make withdrawals from your contract or
                .   On transfers inside the contract               receive annuity payments.
                                                                   No tax on transfers among investment options.
                ---------------------------------------------------------------------------------------------------------------

                      Because you are purchasing or
                      contributing to an annuity contract to
                      fund a tax-favored employer sponsored
                      retirement arrangement, you should be
                      aware that such contracts do not
                      provide tax deferral benefits beyond
                      those already provided by the Internal
                      Revenue Code. Before purchasing 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 with any other
                      investment that you may use in
                      connection with your retirement plan or
                      arrangement. (For more information, see
                      "Tax information" later in this
                      prospectus.)
--------------------------------------------------------------
CONTRIBUTION AMOUNTS  .   $20 (minimum) each contribution
                      .   Maximum contribution limitations
                          apply to all contracts.
                      ----------------------------------------
                      In general, contributions are limited
                      to $1.5 million ($500,000 for owners or
                      annuitants who are age 81 and older at
                      contract issue) under all EQUI-VEST(R)
                      series, EQUI-VEST(R) At Retirement/SM
                      /and At Retirement/SM/contracts with
                      the same owner or annuitant. Currently,
                      we refuse to accept any contribution if
                      the sum of all contributions under all
                      AXA Equitable annuity accumulation
                      contracts of which you are the owner or
                      under which you are the annuitant would
                      total $2.5 million. 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, see "How you can purchase
                      and contribute to your contract" in
                      "Contract features and benefits" later
                      in this prospectus.
--------------------------------------------------------------
ACCESS TO YOUR MONEY  .   Partial withdrawals
                      .   Several periodic withdrawal options
                      .   Contract surrender
                      Withdrawals are subject to the terms of
                      the plan and may be limited. You may
                      incur a withdrawal charge for certain
                      withdrawals or if you surrender your
                      contract. You may also incur income tax
                      and a penalty tax.
--------------------------------------------------------------
PAYOUT OPTIONS        .   Fixed annuity payout options
                      .   Variable Immediate Annuity payout
                          options (described in a separate
                          prospectus for that option)
--------------------------------------------------------------

                                      10

 EQUI-VEST(R) CONTRACTS FOR EMPLOYER-SPONSORED RETIREMENT PLANS AT A GLANCE --
                                 KEY FEATURES







                  
ADDITIONAL FEATURES  .   Dollar cost averaging by automatic transfers
                     .   -- Interest sweep option
                     .   -- Fixed dollar option
                     .   Automatic investment program (not applicable to all
                         contracts)
                     .   Account value rebalancing (quarterly, semiannually, and
                         annually)
                     .   No charge on transfers among investment options
                     .   Waiver of withdrawal charge under certain circumstances
                     .   Minimum death benefit
---------------------------------------------------------------------------------
FEES AND CHARGES     .   Please see "Fee Table" later in this prospectus for
                         complete details.
---------------------------------------------------------------------------------


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, INCLUDING THE AVAILABILITY
OF ALL INVESTMENT OPTIONS, MAY VARY IN YOUR STATE OR AT CERTAIN AGES OR UNDER
YOUR INVESTMENT METHOD; ALL FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL
CONTRACTS OR IN ALL STATES. PLEASE SEE APPENDIX III 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. 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" in "Contract features and benefits" later in this prospectus
for additional information.

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 the same 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. Some Selling broker-dealers may limit their clients from purchasing
some optional benefits based upon the client's age.

                                      11

 EQUI-VEST(R) CONTRACTS FOR EMPLOYER-SPONSORED RETIREMENT PLANS AT A GLANCE --
                                 KEY FEATURES





Fee table

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

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

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase a Variable
Immediate Annuity payout option or make certain transfers and exchanges.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.



------------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME
 YOU REQUEST CERTAIN TRANSACTIONS
------------------------------------------------------------------------------------------------------------
                                                     
Maximum withdrawal charge as a percentage of
contributions, or amounts withdrawn, depending on the
contract and series (deducted if you surrender your
contract or make certain withdrawals)/(1)/              6.00%

Charge for third-party transfer or exchange (for each
occurrence)/(2)/                                        series 100 and 200: none
                                                        series 300 and 400: $65 (current and maximum)
                                                        (except for -- series 400 SIMPLE IRA: which is $25)

Special services charges
  .   Wire transfer charge/(3)/                         $90 (current and maximum)

  .   Express mail charge/(3)/                          $35 (current and maximum)
------------------------------------------------------------------------------------------------------------




The next table describes the fees and expenses that
you will pay periodically during the time that you own
the contract, not including underlying Trust portfolio
fees and expenses.



----------------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 CONTRACT DATE ANNIVERSARY/(4)/
----------------------------------------------------------------------------------------------------------------
                                                     
Annual administrative charge/(5)/

For series 100 and 200:                                 The lesser of $30 or 2% of your account value, plus any
                                                        prior withdrawals during the contract year.

For series 300 and 400:                                 $65 maximum ($30 current)

Net Loan interest charge/(6)/ -- TSA, governmental
employer EDC and Corporate Trusted contracts
(calculated as a percentage of the outstanding loan
amount and deducted at the time the loan repayment is
received).                                              2.00%.



-----------------------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT
 OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF
 DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES:             EQ/COMMON STOCK INDEX   ALL OTHER VARIABLE
                                              EQ/MONEY MARKET OPTIONS INVESTMENT OPTIONS
                                              ----------------------- ------------------
                                               SERIES 100  SERIES 200  SERIES 100  SERIES 200  SERIES 300   SERIES 400
                                               ---------   ---------   ---------   ---------   ---------    ---------
                                                                                         
Maximum mortality and expense risk/(7)/       0.65%       1.24%       0.50%       1.09%       1.10%        1.75%
                                              (currently  (currently                                       (currently
                                              0.56%)      1.15%)                                           1.10%)
Maximum other expenses/(8)/                   0.84%       0.25%       0.84%       0.25%       0.25%        0.25%
                                                                                              (currently   (currently
                                                                                              0.24%)       0.24%)
                                              -           -           -           -           ------       ------
Maximum total Separate Account A annual
expenses/(9)/                                 1.49%       1.49%       1.34%       1.34%       1.35%        2.00%
                                              =====       =====       =====       =====       =====        =====
                                              (currently  (currently                          (currently   (currently
                                              1.40%)      1.40%)                              1.34%)/(10)/ 1.34%)/(10)/


                                      12

                                   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 2014 (expenses that are deducted from portfolio  Lowest Highest
assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(*)/        0.62%  2.98%
-------------------------------------------------------------------------------------------------------------



Notes:


(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2015 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2015.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.




                                                                                                               
----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
----------------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(11)/  Lowest Highest
                                                                                                              0.62%  1.43%
----------------------------------------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)Important exceptions and limitations may eliminate or reduce this charge.
   For a complete description of withdrawal charges, please see "Withdrawal
   charge" in "Charges and expenses" later in this prospectus.

(2)This charge will never exceed 2% of the amount disbursed or transferred.

(3)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(4)Depending on your Employer's plan, we may be instructed to withdraw a plan
   operating expense charge from your account value for administrative and
   record-keeping services related to the contract. The charge is determined
   through an arrangement between your Employer and a third party. We will
   remit the amount withdrawn to either your Employer or your Employer's
   designee. Please refer to your contract for more information.

(5)For series 300 and 400 contracts, during the first two contract years, this
   charge, if it applies, is equal to the lesser of $30 or 2% of your account
   value plus any amount previously withdrawn during the contract year.
   Thereafter, the charge is $30 for each contract year.

(6)We charge interest on loans under your contract 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 TSA, governmental employer EDC and Corporate
   Trusteed contracts" under "Accessing your money" later in this prospectus
   for more information on how the loan interest is calculated and for
   restrictions that may apply.

(7)A portion of this charge is for providing the death benefit.

(8)For series 100 and 200 contracts, this charge is for financial accounting
   and other administrative services relating to the contract.


(9)For series 100 and 200 contracts, the total Separate Account A annual
   expenses of the variable investment options and total annual expenses of the
   Trust when added together are not permitted to exceed an annual rate of
   1.75% for the AXA Moderate Allocation, Multimanager Aggressive Equity,
   EQ/Common Stock Index, and EQ/Money Market options. Without this expense
   limitation, the total annual expenses deducted from the variable investment
   option plus the Trust's annual expenses for 2014 would have been 2.49% for
   the AXA Moderate Allocation option; 2.34% for the Multimanager Aggressive
   Equity option; 2.12% for the EQ/Common Stock Index option; and 2.11% for the
   EQ/Money Market option.


(10)For all variable investment options other than AXA Moderate Allocation,
    Multimanager Aggressive Equity, EQ/Common Stock Index and EQ/Money Market.


(11)"Total Annual Portfolio Operating Expenses" are based, in part, on
    estimated amounts for options added during the fiscal year 2014, if
    applicable, and for the underlying portfolios. In addition, the "Lowest"
    represents the total annual operating expenses of the EQ/Equity 500 Index
    Portfolio. The "Highest" represents the total annual operating expenses of
    the All Asset Aggressive-Alt 25. For more information, see the prospectuses
    for the portfolios.


EXAMPLES

These examples are intended to help you compare the cost of investing in each
type of EQUI-VEST(R) series 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 underlying portfolio fees and expenses). For a
complete description of portfolio charges and expenses, please see the
prospectus for each Trust.


The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated. The examples use an average annual
administrative charge based on charges paid in 2014, which results in an
estimated annual charge of 0.0632% of contract value.


The fixed maturity options and the guaranteed interest option are not covered
by the fee table and examples. However, the annual administrative charge, the
withdrawal charge, the third-party transfer or exchange charge, and the charge
if you elect a Variable Immediate Annuity payout option do apply to the fixed
maturity options and the guaranteed interest option. A market value adjustment
(up or down) will apply as a result of a withdrawal, transfer, or surrender of
amounts from a fixed maturity option.

These examples should not be considered a representation of past or future
expenses for any 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.

                                      13

                                   FEE TABLE







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
examples also assume (i) maximum contract charges rather than the lower current
expenses discussed in "Charges and expenses" later in this prospectus (except
the annual administrative charge which is described above); (ii) the total
annual expenses of the portfolios (before expense limitations) set forth in the
previous tables; and (iii) there is no waiver of the withdrawal charge.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

                 EQUI-VEST(R) SERIES 100 AND 200 CONTRACTS --
FOR TSA, UNIVERSITY TSA, SEP, SARSEP, EDC AND ANNUITANT-OWNED HR-10 CONTRACTS:




---------------------------------------------------------------------------------------------------------
                                                                           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                       $1,002   $1,932    $2,869    $4,964    $460  $1,385  $2,318   $4,683
---------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  768   $1,243    $1,747    $2,779    $212  $  655  $1,124   $2,420
---------------------------------------------------------------------------------------------------------




(1)Please see "When withdrawal charges do not apply" in "Charges and expenses"
   later in this prospectus for more information on withdrawal charge waivers
   upon annuitization.

                  EQUI-VEST(R) SERIES 200 TRUSTEED CONTRACTS




---------------------------------------------------------------------------------------------------------
                                                                           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                       $1,002   $1,932    $2,869    $4,683    $460  $1,385  $2,318   $4,683
---------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  768   $1,243    $1,724    $2,420    $212  $  655  $1,124   $2,420
---------------------------------------------------------------------------------------------------------





                       EQUI-VEST(R) SERIES 300 CONTRACTS




---------------------------------------------------------------------------------------------------------
                                                                           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                       $1,003   $1,935    $2,874    $4,692    $461  $1,388  $2,323   $4,692
---------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  769   $1,246    $1,730    $2,431    $213  $  659  $1,130   $2,431
---------------------------------------------------------------------------------------------------------





                       EQUI-VEST(R) SERIES 400 CONTRACTS




---------------------------------------------------------------------------------------------------------
                                                                           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                       $1,068   $2,118    $3,163    $5,223    $529  $1,583  $2,631   $5,223
---------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  833   $1,439    $2,071    $3,109    $282  $  863  $1,471   $3,109
---------------------------------------------------------------------------------------------------------





CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this prospectus, for the unit values and
number of units outstanding as of the periods shown for each of the variable
investment options, available as of December 31, 2014.


                                      14

                                   FEE TABLE





1. Contract features and benefits

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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

The employer sponsoring the plan makes payments to us that we call
"contributions." These contributions purchase an annuity contract for your
benefit. We can refuse to accept any application or contribution from your
employer at any time, including after you purchase the contract. We require a
minimum contribution amount of $20 for each type of contract purchased. If the
total annual contributions to a TSA will be at least $200 annually, we may
accept contributions of less than $20. Maximum contribution limitations also
apply. The following table summarizes our current rules regarding contributions
to your contract, which rules are subject to change.

Upon advance notice to you, we may exercise certain rights we have under the
contract regarding contributions, including our right 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 the number of variable investment options which you may elect.

--------------------------------------------------------------------------------
WE RESERVE THE RIGHT TO CHANGE OUR CURRENT LIMITATIONS ON YOUR CONTRIBUTIONS
AND TO DISCONTINUE ACCEPTANCE OF CONTRIBUTIONS.
--------------------------------------------------------------------------------

See "Tax information" later in this prospectus for a more detailed discussion
of sources of contributions and certain contribution limitations. We currently
do not accept any contribution if (i) the aggregate contributions under one or
more EQUI-VEST(R) series, EQUI-VEST(R) At Retirement/SM/ and At Retirement/SM/
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 criteria we determine.

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




------------------------------------------------------------------------------------
 CONTRACT TYPE   SOURCE OF CONTRIBUTIONS           LIMITATIONS ON CONTRIBUTIONS
------------------------------------------------------------------------------------
                                             
SEP              .   Employer.                     .   For 2015, annual employer
                 .   Eligible rollover                 contributions up to the
                     distributions from other          lesser of $53,000 or 25% of
                     traditional IRAs, 403(b)          employee compensation.
                     plans, qualified plans and
                     governmental employer EDC
                     plans.
------------------------------------------------------------------------------------
SARSEP           .   Employer-remitted employee    .   For 2015, annual employer
                     salary reduction and/or           contributions up to the
                     nonelective employer              lesser of $53,000 or 25% of
                     contributions (pre-1997           employee compensation.
                     plans only).                  .   Maximum salary reduction
                 .   Additional "catch-up"             contribution is $18,000 for
                     contributions.                    2015.
                 .   Eligible rollover             .   If plan permits, an
                     distributions from other          individual at least age 50
                     traditional IRAs, 403(b)          at any time during 2015 can
                     plans, qualified plans and        make up to $6,000 additional
                     governmental employer EDC         salary reduction "catch-up"
                     plans.                            contributions.
------------------------------------------------------------------------------------
SIMPLE IRA       .   Employee salary reduction;    .   Salary reduction
                     employer match.                   contributions up to $12,500
                 .   Additional "catch-up"             for 2015; employer matching
                     contributions.                    contributions up to 3% of
                 .   Rollover distributions or         employee compensation.
                     direct transfer               .   If plan permits, an
                     distributions from other          individual at least age 50
                     SIMPLE IRAs.                      at any time during 2015 can
                                                       make up to $3,000 additional
                                                       salary reduction "catch-up"
                                                       contributions.
------------------------------------------------------------------------------------



                                      15

                        CONTRACT FEATURES AND BENEFITS









---------------------------------------------------------------------------------------
 CONTRACT TYPE      SOURCE OF CONTRIBUTIONS           LIMITATIONS ON CONTRIBUTIONS
---------------------------------------------------------------------------------------
                                                
Unincorporated and  .   Employer, including for       .   For 2015, maximum amount of
Corporate Trusteed      self-employed.                    employer and employee
                    .   Salary reduction 401(k) if        contributions is generally
                        plan permits.                     the lesser of $53,000 or
                    .   Additional "catch-up"             100% of compensation, with
                        contributions.                    maximum salary reduction
                    .   Eligible rollover                 contribution of $18,000.
                        distributions from other      .   If employer's plan permits,
                        qualified plans, 403(b)           an individual at least age
                        plans, governmental employer      50 at any time during 2015
                        EDC plans and traditional         can make up to $6,000
                        IRAs, if permitted by the         additional salary reduction
                        plan.                             "catch-up" contributions.
---------------------------------------------------------------------------------------
TSA and             .   Employer-remitted employee    .   For 2015, maximum amount of
University TSA          salary reduction and/or           employer and employee
                        various types of employer         contributions is generally
                        contributions.                    the lesser of $53,000 or
                    .   Additional "catch-up"             100% of compensation, with
                        contributions.                    maximum salary reduction
                    .   Only if plan permits,             contribution of $18,000.
                        "designated Roth"             .   If employer's plan permits,
                        contributions under Section       an individual at least age
                        402A of the Code.                 50 at any time during 2015
                    .   Only if plan permits, direct      can make up to $6,000
                        plan-to-plan transfers from       additional salary reduction
                        another 403(b) plan, or           "catch-up" contributions.
                        contract exchanges from       .   All salary reduction
                        another 403(b) contract           contributions (whether
                        under the same plan.              pre-tax or designated Roth)
                    .   Only if plan permits,             may not exceed the total
                        eligible rollover                 maximum for the year. (For
                        distributions from other          2015, $18,000 and age 50
                        403(b) plans, qualified           catch-up of $6,000.)
                        plans, governmental employer  .   Rollover or direct transfer
                        457(b) plans and traditional      contributions after age
                        IRAs.                             70 1/2 must be net of any
                                                          required minimum
                                                          distributions.
                                                      .   Different sources of
                                                          contributions and earnings
                                                          may be subject to withdrawal
                                                          restrictions.
---------------------------------------------------------------------------------------
EDC                 .   Employer-remitted employee    .   Contributions subject to
                        salary reduction and/or           plan limits. Maximum
                        employer contributions.           contribution for 2015 is
                    .   For governmental employer         lesser of $18,000 or 100% of
                        EDC plans only, additional        includible compensation.
                        "age 50 catch-up"             .   If plan permits, an
                        contributions.                    individual may make catch-up
                    .   For governmental employer         contributions for 3 years of
                        EDC plans only and only if        service preceding plan
                        plan permits, "designated         retirement age; 2015 maximum
                        Roth" contributions under         is $36,000.
                        Sections 457 and 402A of the  .   If governmental employer
                        Code.                             457(b) plan permits, an
                    .   For governmental employer         individual at least age 50
                        EDC plans only and only if        at any time during 2015 can
                        plan permits, eligible            make up to $6,000 additional
                        rollover distributions from       salary reduction "catch- up"
                        other governmental employer       contributions. This must be
                        457(b) plans, 403(b) plans,       coordinated with the
                        qualified plans and               "catch-up" contributions for
                        traditional IRAs.                 3 years of service preceding
                                                          plan retirement age.
---------------------------------------------------------------------------------------



IRA FUNDING. The contracts we issue to fund SEP, SARSEP and SIMPLE IRA programs
are individual retirement annuities, or "IRAs." Internal Revenue Service
("IRS") rules for traditional IRA also generally apply to those programs.

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

See "Tax information" later 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" later in this
prospectus. Please review your contract for information on contribution
limitations.

                                      16

                        CONTRACT FEATURES AND BENEFITS






CONTRIBUTIONS TO SARSEP, CORPORATE TRUSTEED, CERTAIN HR-10, TSA AND EDC
CONTRACTS

We no longer offer the EQUI-VEST(R) contracts under SARSEP, Corporate Trusteed,
Annuitant-Owned HR-10, TSA and EDC plans, except as noted below:

..   If you established a SARSEP before 1997, you may continue to make
    contributions for existing and new employees under salary reduction
    arrangements. We will issue a contract to each participating employee for
    whom a contract has not previously been issued.

..   If you are an incorporated employer and already have a retirement plan
    funded by the EQUI-VEST(R) contracts, we will enroll new employees under
    your contract and accept contributions for existing employees.

..   If you established an HR-10 plan where EQUI-VEST(R) contracts are owned by
    the annuitant, rather than by a trustee, we will offer Annuitant-Owned
    HR-10 contracts to new employees and continue to accept contributions for
    all participating employees.

..   If your retirement plan is qualified under section 401(a) of the Internal
    Revenue Code and is sponsored by a state or local governmental entity.

..   If your TSA or EDC unit was established as a specially-priced unit, we will
    issue a contract to new participants under such units and continue to
    accept contributions for existing contracts.

..   The TSA contract is no longer available for establishing new units for
    Texas ORP plans or for new participants in existing plans.

OWNER AND ANNUITANT REQUIREMENTS

For the following employer-funded programs, the employee must be the owner and
the annuitant on the contract: SEP-IRA, SARSEP-IRA, SIMPLE IRA, TSA, University
TSA and Annuitant-Owned HR-10.


The trustee under Trusteed HR-10 corporate retirement and governmental plans is
the owner of the contract. In each case, the employee is the annuitant. We do
not act as trustee for these plans. Only Trusteed contracts may be sold in
Puerto Rico and the tax aspects that apply to such contracts may differ from
those described in this prospectus. We require owners of annuity contracts in
Puerto Rico which are not individuals to document their status to avoid 30%
FATCA withholding from U.S.-source income beginning in 2015.


For governmental employer EDC contracts, the employer or a trust must be the
owner and the employee must be the annuitant. For tax-exempt employer EDC
contracts, the employer must be the owner and the employee must be the
annuitant.

--------------------------------------------------------------------------------
ANNUITANT IS THE MEASURING LIFE FOR DETERMINING ANNUITY BENEFITS.
--------------------------------------------------------------------------------

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as noted below, contributions must be made by check drawn on a U.S.
bank, in U.S. dollars and made payable to "AXA Equitable." We do not accept
third-party checks endorsed to us except for rollover contributions, contract
exchanges or trustee checks that involve no refund. Also, we do not accept
starter checks or traveler's 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 certain SEP and KEOGH plans, additional contributions may be made by our
automatic investment program. The methods of payment are discussed in detail in
"About other methods of payment" in "More information" later in this prospectus.

For certain employer-remitted salary reduction contracts, it is possible that
we may receive your initial contribution prior to AXA Advisors receiving your
application. In this case, we will hold the contribution, whether received via
check or wire, in a non-interest bearing "Special Bank Account for the
Exclusive Benefit of Customers." If AXA Advisors does not receive your
application within 20 business days, we will return your contribution to your
employer or its designee.

If AXA Advisors receives your application within this timeframe, AXA Advisors
will direct us to continue to hold your contribution in the special bank
account noted immediately above while AXA Advisors ensures that your
application is complete and suitability standards are met. AXA Advisors will
either complete this process or instruct us to return your contribution to your
employer or its designee within the applicable Financial Industry Regulatory
Authority ("FINRA") time requirements. Upon timely and successful completion of
this review, AXA Advisors will instruct us to transfer your contribution into
our non-interest bearing suspense account and transmit your application to us,
so that we can consider your application for processing.

If your application is in good order when we receive it for application
processing purposes, your contribution will be applied within two business
days. If any information we require to issue your contract is missing or
unclear, we will hold your contribution 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 your employer or its designee,
unless you or your financial professional acting 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.

If additional contributions are permitted under the plan or contract, you may
generally make additional contributions at any time. You may do so in single
sum amounts, on a regular basis, or as your financial situation permits.

--------------------------------------------------------------------------------
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 IN
"MORE INFORMATION" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options, subject to any employer plan limitations, are the
variable investment options, the guaranteed interest option, and the fixed
maturity options available under the investment method you select. See
"Selecting your investment method" later in this prospectus.

                                      17

                        CONTRACT FEATURES AND BENEFITS







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 and to limit the number of variable
investment options you may elect.

--------------------------------------------------------------------------------
YOU CAN CHOOSE FROM AMONG THE VARIABLE INVESTMENT OPTIONS, THE GUARANTEED
INTEREST OPTION AND FIXED MATURITY OPTIONS, SUBJECT TO CERTAIN RESTRICTIONS.
--------------------------------------------------------------------------------

                                      18

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUSTS


We offer both affiliated and unaffiliated Trusts, which in turn offer one or
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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
affiliated Portfolios, AXA FMG has entered into sub-advisory agreements with
one or more investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the Portfolios. As such, among other
responsibilities, AXA FMG 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 affiliated 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. In addition, AXA FMG receives management fees and
administrative fees in connection with the services it provides to the
affiliated Portfolios. As such, it is generally more profitable for us to offer
affiliated Portfolios than to offer unaffiliated Portfolios.


AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees
and additional payments from certain unaffiliated Portfolios, their advisers,
sub-advisers, distributors or affiliates, for providing certain administrative,
marketing, distribution and/or shareholder support services. These fees and
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily
net assets. The Distributors may also receive payments from the advisers or
sub-advisers of the unaffiliated Portfolios or their affiliates for certain
distribution services, including expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
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, as
well as the Portfolios' investment management fees and administrative expenses,
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.

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest 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 Fund of Fund
Portfolios than certain other Portfolios available to you under your contract.
Please see "Allocating your contributions" later in this section for more
information about your role in managing your allocations.

As described in more detail in the Portfolio prospectuses, the AXA Managed
Volatility Portfolios may utilize a proprietary volatility management strategy
developed by AXA FMG (the "AXA volatility management strategy"), and, in
addition, certain AXA Fund of Fund Portfolios may invest in affiliated
Portfolios that utilize this strategy. The AXA volatility management strategy
uses futures and options, such as exchange-traded futures and options contracts
on securities indices, to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is above
specific thresholds set for the Portfolio. When market volatility is increasing
above the specific thresholds set for a Portfolio utilizing the AXA volatility
management strategy, the manager of the Portfolio may reduce equity exposure.
Although this strategy is intended to reduce the overall risk of investing in
the Portfolio, it may not effectively protect the Portfolio from market
declines and may increase its losses. Further, during such times, the
Portfolio's exposure to equity securities may be less than that of a
traditional equity portfolio. This may limit the Portfolio's participation in
market gains and result in periods of underperformance, including those periods
when the specified benchmark index is appreciating, but market volatility is
high.


The AXA Managed Volatility Portfolios that include the AXA volatility
management strategy as part of their investment objective and/or principal
investment strategy, and the AXA Fund of Fund Portfolios that invest in
Portfolios that use the AXA volatility management strategy, are identified
below in the chart by a "(check mark)" under the column entitled "Volatility
Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy (or, in the case of the AXA Fund of Fund
Portfolios, invest exclusively in other Portfolios that do not use the AXA
volatility management strategy). Conversely, investing in investment options
that feature a managed-volatility strategy may be helpful in a declining market
when high market volatility triggers a reduction in the investment option's
equity exposure because during these periods of high volatility, the risk of
losses from investing in equity securities may increase. In these instances,
your account value may decline less than would have been the case had you not
been invested in investment options that feature a volatility management
strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that
differ from the AXA volatility management strategy. Affiliated Portfolios that
utilize these volatility management techniques are identified below in the
chart by a "(delta)" under the column entitled "Volatility Management." Any
such unaffiliated Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your account value in the
same manner described above. Please see the Portfolio prospectuses for more
information about the Portfolios' objective and strategies.


                                      19

                        CONTRACT FEATURES AND BENEFITS







Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in contracts with no ATP feature, such as
yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract owners
invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




-----------------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                                 INVESTMENT MANAGER (OR SUB-ADVISER(S), VOLATILITY
 PORTFOLIO NAME       SHARE CLASS  OBJECTIVE                             AS APPLICABLE)                         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
AXA AGGRESSIVE         Class B     Seeks to achieve long-term capital    .   AXA Equitable                      (check mark)
  ALLOCATION                       appreciation.                             Funds Management
                                                                             Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class B     Seeks to achieve a high level of      .   AXA Equitable                      (check mark)
  ALLOCATION                       current income.                           Funds Management
                                                                             Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
AXA                    Class B     Seeks to achieve current income and   .   AXA Equitable                      (check mark)
  CONSERVATIVE-PLUS                growth of capital, with a greater         Funds Management
  ALLOCATION                       emphasis on current income.               Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
AXA MODERATE           Class A     Seeks to achieve long-term capital    .   AXA Equitable                      (check mark)
  ALLOCATION                       appreciation and current income.          Funds Management
                                                                             Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS      Class B     Seeks to achieve long-term capital    .   AXA Equitable                      (check mark)
  ALLOCATION                       appreciation and current income,          Funds Management
                                   with a greater emphasis on capital        Group, LLC
                                   appreciation.
-----------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/            Class A     Seeks to achieve high total return    .   AXA Equitable
  MULTI-SECTOR BOND                through a combination of current          Funds Management
                                   income and capital appreciation.          Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL      Class B     Seeks to achieve long-term growth of  .   AXA Equitable
  CAP GROWTH                       capital.                                  Funds Management
                                                                             Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP  Class B     Seeks to achieve long-term growth of  .   AXA Equitable
   VALUE                           capital.                                  Funds Management
                                                                             Group, LLC
-----------------------------------------------------------------------------------------------------------------------------
TARGET 2015            Class B     Seeks the highest total return over   .   AXA Equitable
  ALLOCATION                       time consistent with its asset mix.       Funds Management
                                   Total return includes capital growth      Group, LLC
                                   and income.
-----------------------------------------------------------------------------------------------------------------------------
TARGET 2025            Class B     Seeks the highest total return over   .   AXA Equitable
  ALLOCATION                       time consistent with its asset mix.       Funds Management
                                   Total return includes capital growth      Group, LLC
                                   and income.
-----------------------------------------------------------------------------------------------------------------------------
TARGET 2035            Class B     Seeks the highest total return over   .   AXA Equitable
  ALLOCATION                       time consistent with its asset mix.       Funds Management
                                   Total return includes capital growth      Group, LLC
                                   and income.
-----------------------------------------------------------------------------------------------------------------------------



                                      20

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                                INVESTMENT MANAGER (OR SUB-ADVISER(S), VOLATILITY
 PORTFOLIO NAME      SHARE CLASS  OBJECTIVE                             AS APPLICABLE)                         MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                   
TARGET 2045           Class B     Seeks the highest total return over   .   AXA Equitable
  ALLOCATION                      time consistent with its asset mix.       Funds Management
                                  Total return includes capital growth      Group, LLC
                                  and income.
--------------------------------------------------------------------------------------------------------------------------
TARGET 2055           Class B     Seeks the highest total return over   .   AXA Equitable
  ALLOCATION/(1)/                 time consistent with its asset mix.       Funds Management
                                  Total return includes capital growth      Group, LLC
                                  and income.





--------------------------------------------------------------------------------------------------------------
                                                                          INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                      (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                              AS APPLICABLE)         MANAGEMENT
--------------------------------------------------------------------------------------------------------------
                                                                                     
ALL ASSET              Class IB    Seeks long-term capital appreciation   .   AXA Equitable
  AGGRESSIVE - ALT                 and current income, with a greater         Funds Management
  25                               emphasis on capital appreciation.          Group, LLC
--------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH -     Class IB    Seeks long-term capital appreciation   .   AXA Equitable
  ALT 20                           and current income.                        Funds Management
                                                                              Group, LLC
--------------------------------------------------------------------------------------------------------------
ALL ASSET              Class IB    Seeks long-term capital appreciation   .   AXA Equitable
  MODERATE GROWTH -                and current income, with a greater         Funds Management
  ALT 15                           emphasis on current income.                Group, LLC
--------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED        Class IB    Seeks to achieve long-term growth of   .   AllianceBernstein  (check mark)
  VOLATILITY                       capital with an emphasis on risk-          L.P.
                                   adjusted returns and managing          .   AXA Equitable
                                   volatility in the Portfolio.               Funds Management
                                                                              Group, LLC
                                                                          .   BlackRock
                                                                              Investment
                                                                              Management, LLC
--------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED        Class IB    Seeks to achieve long-term growth of   .   AllianceBernstein  (check mark)
  VOLATILITY                       capital with an emphasis on risk-          L.P.
                                   adjusted returns and managing          .   AXA Equitable
                                   volatility in the Portfolio.               Funds Management
                                                                              Group, LLC
                                                                          .   BlackRock
                                                                              Investment
                                                                              Management, LLC
--------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED       Class IB    Seeks to achieve long-term growth of   .   AllianceBernstein  (check mark)
  VOLATILITY                       capital with an emphasis on risk-          L.P.
                                   adjusted returns and managing          .   AXA Equitable
                                   volatility in the Portfolio.               Funds Management
                                                                              Group, LLC
                                                                          .   BlackRock
                                                                              Investment
                                                                              Management, LLC
--------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC         Class IB    Seeks to achieve total return from     .   AllianceBernstein    (delta)
  MODERATE                         long-term growth of capital and            L.P.
  GROWTH/(2)/                      income.
--------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP       Class IB    Seeks to achieve long-term growth of   .   AllianceBernstein
  GROWTH/(3)/                      capital.                                   L.P.
--------------------------------------------------------------------------------------------------------------
AXA BALANCED           Class IB    Seeks long-term capital appreciation   .   AXA Equitable      (check mark)
  STRATEGY                         and current income                         Funds Management
                                                                              Group, LLC
--------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class IB    Seeks current income and growth of     .   AXA Equitable      (check mark)
  GROWTH STRATEGY                  capital, with a greater emphasis on        Funds Management
                                   current income.                            Group, LLC
--------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class IB    Seeks a high level of current income.  .   AXA Equitable      (check mark)
  STRATEGY                                                                    Funds Management
                                                                              Group, LLC
--------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN           Class IB    Seeks to maximize income while         .   AXA Equitable      (check mark)
  BALANCED MANAGED                 maintaining prospects for capital          Funds Management
  VOLATILITY                       appreciation with an emphasis on risk-     Group, LLC
                                   adjusted returns and managing          .   BlackRock
                                   volatility in the Portfolio.               Investment
                                                                              Management, LLC
                                                                          .   Franklin
                                                                              Advisers, Inc.
--------------------------------------------------------------------------------------------------------------



                                      21

                        CONTRACT FEATURES AND BENEFITS









----------------------------------------------------------------------------------------------------------------
                                                                            INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                        (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                AS APPLICABLE)         MANAGEMENT
----------------------------------------------------------------------------------------------------------------
                                                                                       
AXA/FRANKLIN SMALL     Class IB    Seeks to achieve long-term total return  .   AXA Equitable      (check mark)
  CAP VALUE MANAGED                with an emphasis on risk-adjusted            Funds Management
  VOLATILITY                       returns and managing volatility in the       Group, LLC
                                   Portfolio.                               .   BlackRock
                                                                                Investment
                                                                                Management, LLC
                                                                            .   Franklin Advisory
                                                                                Services, LLC
----------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN           Class IB    Primarily seeks capital appreciation     .   AXA Equitable      (check mark)
  TEMPLETON                        and secondarily seeks income.                Funds Management
  ALLOCATION                                                                    Group, LLC
  MANAGED VOLATILITY
----------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY      Class IB    Seeks to achieve long-term capital       .   AXA Equitable      (check mark)
  MANAGED VOLATILITY               appreciation with an emphasis on             Funds Management
                                   risk-adjusted returns and managing           Group, LLC
                                   volatility in the Portfolio.             .   BlackRock
                                                                                Investment
                                                                                Management, LLC
                                                                            .   Morgan Stanley
                                                                                Investment
                                                                                Management Inc.
                                                                            .   OppenheimerFunds,
                                                                                Inc.
----------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB    Seeks to achieve long-term growth of     .   AXA Equitable      (check mark)
  CORE MANAGED                     capital with an emphasis on risk-            Funds Management
  VOLATILITY                       adjusted returns and managing                Group, LLC
                                   volatility in the Portfolio.             .   BlackRock
                                                                                Investment
                                                                                Management, LLC
                                                                            .   EARNEST Partners,
                                                                                LLC
                                                                            .   Massachusetts
                                                                                Financial
                                                                                Services Company
                                                                                d/b/a MFS
                                                                                Investment
                                                                                Management
                                                                            .   Hirayama
                                                                                Investments, LLC
                                                                            .   WHV Investments
----------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB    Seeks to achieve long-term growth of     .   AllianceBernstein  (check mark)
  MANAGED VOLATILITY               capital with an emphasis on risk-            L.P.
                                   adjusted returns and managing            .   AXA Equitable
                                   volatility in the Portfolio.                 Funds Management
                                                                                Group, LLC
                                                                            .   BlackRock
                                                                                Investment
                                                                                Management, LLC
----------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB    Seeks to provide current income and      .   AXA Equitable      (check mark)
  VALUE MANAGED                    long-term growth of income,                  Funds Management
  VOLATILITY                       accompanied by growth of capital             Group, LLC
                                   with an emphasis on risk-adjusted        .   BlackRock
                                   returns and managing volatility in the       Investment
                                   Portfolio.                                   Management, LLC
                                                                            .   Northern Cross,
                                                                                LLC
----------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE     Class IB    Seeks to achieve long-term growth of     .   AXA Equitable      (check mark)
  MANAGED VOLATILITY               capital with an emphasis on risk-            Funds Management
                                   adjusted returns and managing                Group, LLC
                                   volatility in the Portfolio.             .   BlackRock
                                                                                Investment
                                                                                Management, LLC
                                                                            .   Capital Guardian
                                                                                Trust Company
                                                                            .   Institutional
                                                                                Capital LLC
                                                                            .   Thornburg
                                                                                Investment
                                                                                Management, Inc.
----------------------------------------------------------------------------------------------------------------



                                      22

                        CONTRACT FEATURES AND BENEFITS









---------------------------------------------------------------------------------------------------------------
                                                                           INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                       (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                               AS APPLICABLE)         MANAGEMENT
---------------------------------------------------------------------------------------------------------------
                                                                                      
AXA LARGE CAP          Class IB    Seeks to provide long-term capital      .   AXA Equitable      (check mark)
  GROWTH MANAGED                   growth with an emphasis on risk-            Funds Management
  VOLATILITY                       adjusted returns and managing               Group, LLC
                                   volatility in the Portfolio.            .   BlackRock
                                                                               Investment
                                                                               Management, LLC
                                                                           .   Marsico Capital
                                                                               Management, LLC
                                                                           .   T. Rowe Price
                                                                               Associates, Inc.
                                                                           .   Wells Capital
                                                                               Management, Inc.
---------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE    Class IA    Seeks to achieve long-term growth of    .   AllianceBernstein  (check mark)
  MANAGED VOLATILITY               capital with an emphasis on risk-           L.P.
                                   adjusted returns and managing           .   AXA Equitable
                                   volatility in the Portfolio.                Funds Management
                                                                               Group, LLC
                                                                           .   BlackRock
                                                                               Investment
                                                                               Management, LLC
                                                                           .   Massachusetts
                                                                               Financial
                                                                               Services Company
                                                                               d/b/a MFS
                                                                               Investment
                                                                               Management
---------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES                  Seeks to achieve capital appreciation.  .   Loomis, Sayles &
  GROWTH                                                                       Company, L.P.
---------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE      Class IB    Seeks to achieve long-term capital      .   AXA Equitable      (check mark)
  MANAGED VOLATILITY               appreciation with an emphasis on risk       Funds Management
                                   adjusted returns and managing               Group, LLC
                                   volatility in the Portfolio.            .   BlackRock
                                                                               Investment
                                                                               Management, LLC
                                                                           .   Diamond Hill
                                                                               Capital
                                                                               Management, Inc.
                                                                           .   Wellington
                                                                               Management
                                                                               Company, LLP
---------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH    Class IB    Seeks long-term capital appreciation    .   AXA Equitable      (check mark)
  STRATEGY                         and current income, with a greater          Funds Management
                                   emphasis on current income.                 Group, LLC
---------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE       Class IB    Seeks to achieve capital appreciation,  .   AXA Equitable      (check mark)
  CAP EQUITY                       which may occasionally be short-term,       Funds Management
  MANAGED VOLATILITY               with an emphasis on risk adjusted           Group, LLC
                                   returns and managing volatility in the  .   BlackRock
                                   Portfolio.                                  Investment
                                                                               Management, LLC
                                                                           .   Franklin Mutual
                                                                               Advisers, LLC
---------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON          Class IB    Seeks to achieve long-term capital      .   AXA Equitable      (check mark)
  GLOBAL EQUITY                    growth with an emphasis on risk             Funds Management
  MANAGED VOLATILITY               adjusted returns and managing               Group, LLC
                                   volatility in the Portfolio.            .   BlackRock
                                                                               Investment
                                                                               Management, LLC
                                                                           .   Templeton
                                                                               Investment
                                                                               Counsel, LLC
---------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC     Class IB    Seeks to achieve capital appreciation   .   BlackRock
  VALUE EQUITY                     and secondarily, income.                    Investment
                                                                               Management, LLC
---------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS     Class IB    Seeks a combination of growth and       .   Boston Advisors,
  EQUITY INCOME                    income to achieve an above-average          LLC
                                   and consistent total return.
---------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY    Class IB    Seeks to achieve long-term capital      .   Calvert
  RESPONSIBLE                      appreciation.                               Investment
                                                                               Management Inc.
---------------------------------------------------------------------------------------------------------------



                                      23

                        CONTRACT FEATURES AND BENEFITS









---------------------------------------------------------------------------------------------------------------
                                                                             INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                         (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                 AS APPLICABLE)         MANAGEMENT
---------------------------------------------------------------------------------------------------------------
                                                                                        
EQ/CAPITAL GUARDIAN    Class IB    Seeks to achieve long-term growth of      .   Capital Guardian
  RESEARCH                         capital.                                      Trust Company
---------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK        Class IA    Seeks to achieve a total return before    .   AllianceBernstein
  INDEX                            expenses that approximates the total          L.P.
                                   return performance of the Russell
                                   3000(R) Index, including reinvestment
                                   of dividends, at a risk level consistent
                                   with that of the Russell 3000(R) Index.
---------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX     Class IB    Seeks to achieve a total return before    .   SSgA Funds
                                   expenses that approximates the total          Management, Inc.
                                   return performance of the Barclays
                                   Intermediate U.S. Government/Credit
                                   Index, including reinvestment of
                                   dividends, at a risk level consistent
                                   with that of the Barclays Intermediate
                                   U.S. Government/Credit Index.
---------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS    Class IB    Seeks to achieve long-term growth of      .   AllianceBernstein
  EQUITY PLUS                      capital.                                      L.P.
                                                                             .   AXA Equitable
                                                                                 Funds Management
                                                                                 Group, LLC
                                                                             .   EARNEST Partners,
                                                                                 LLC
---------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX    Class IA    Seeks to achieve a total return before    .   AllianceBernstein
                                   expenses that approximates the total          L.P.
                                   return performance of the Standard &
                                   Poor's 500 Composite Stock Price
                                   Index, including reinvestment of
                                   dividends, at a risk level consistent
                                   with that of the Standard & Poor's
                                   500 Composite Stock Price Index.
---------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS       Class IB    Seeks to achieve capital appreciation.    .   GAMCO Asset
  AND ACQUISITIONS                                                               Management, Inc.
---------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL         Class IB    Seeks to maximize capital                 .   GAMCO Asset
  COMPANY VALUE                    appreciation.                                 Management, Inc.
---------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS    Class IB    Seeks to achieve capital growth and       .   AXA Equitable
                                   current income.                               Funds Management
                                                                                 Group, LLC
                                                                             .   BlackRock
                                                                                 Investment
                                                                                 Management, LLC
                                                                             .   First
                                                                                 International
                                                                                 Advisors, LLC
                                                                             .   Wells Capital
                                                                                 Management, Inc.
---------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND     Class IB    Seeks to maximize current income.         .   AXA Equitable
                                                                                 Funds Management
                                                                                 Group, LLC
                                                                             .   AXA Investment
                                                                                 Managers, Inc.
                                                                             .   Post Advisory
                                                                                 Group, LLP
---------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE        Class IA    Seeks to achieve a total return before    .   AXA Equitable
  GOVERNMENT BOND                  expenses that approximates the total          Funds Management
                                   return performance of the Barclays            Group, LLC
                                   Intermediate U.S. Government Bond         .   SSgA Funds
                                   Index, including reinvestment of              Management, Inc.
                                   dividends, at a risk level consistent
                                   with that of the Barclays Intermediate
                                   U.S. Government Bond Index.
---------------------------------------------------------------------------------------------------------------



                                      24

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------
                                                                            INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                        (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                AS APPLICABLE)         MANAGEMENT
--------------------------------------------------------------------------------------------------------------
                                                                                       
EQ/INTERNATIONAL       Class IA    Seeks to achieve a total return (before  .   AllianceBernstein
  EQUITY INDEX                     expenses) that approximates the total        L.P.
                                   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/INVESCO COMSTOCK    Class IB    Seeks to achieve capital growth and      .   Invesco Advisers,
                                   income.                                      Inc.
--------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE      Class IB    Seeks to achieve long-term capital       .   J.P. Morgan
  OPPORTUNITIES                    appreciation.                                Investment
                                                                                Management Inc.
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH    Class IB    Seeks to achieve a total return before   .   AllianceBernstein
  INDEX                            expenses that approximates the total         L.P.
                                   return performance of the Russell
                                   1000(R) Growth Index, including
                                   reinvestment of dividends at a risk
                                   level consistent with that of the
                                   Russell 1000(R) Growth Index.
--------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE     Class IB    Seeks to achieve a total return before   .   SSgA Funds
  INDEX                            expenses that approximates the total         Management, Inc.
                                   return performance of the Russell
                                   1000(R) Value Index, including
                                   reinvestment of dividends, at a risk
                                   level consistent with that of the
                                   Russell 1000(R) Value Index.
--------------------------------------------------------------------------------------------------------------
EQ/MFS                 Class IB    Seeks to achieve capital appreciation.   .   Massachusetts
  INTERNATIONAL                                                                 Financial
  GROWTH                                                                        Services Company
                                                                                d/b/a MFS
                                                                                Investment
                                                                                Management
--------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX       Class IB    Seeks to achieve a total return before   .   SSgA Funds
                                   expenses that approximates the total         Management, Inc.
                                   return performance of the Standard &
                                   Poor's Mid Cap 400 Index, including
                                   reinvestment of dividends, at a risk
                                   level consistent with that of the
                                   Standard & Poor's Mid Cap 400
                                   Index.
--------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET        Class IA    Seeks to obtain a high level of current  .   The Dreyfus
                                   income, preserve its assets and              Corporation
                                   maintain liquidity.
--------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY      Class IB    Seeks to achieve capital growth.         .   Morgan Stanley
  MID CAP GROWTH                                                                Investment
                                                                                Management Inc.
--------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER         Class IB    Seeks to achieve capital appreciation.   .   OppenheimerFunds,
  GLOBAL                                                                        Inc.
--------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL        Class IB    Seeks to achieve maximum real            .   Pacific
  REAL RETURN                      return, consistent with preservation of      Investment
                                   capital and prudent investment               Management
                                   management.                                  Company LLC
--------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA         Class IB    Seeks to generate a return in excess     .   Pacific
  SHORT BOND                       of traditional money market products         Investment
                                   while maintaining an emphasis on             Management
                                   preservation of capital and liquidity.       Company LLC
--------------------------------------------------------------------------------------------------------------



                                      25

                        CONTRACT FEATURES AND BENEFITS









------------------------------------------------------------------------------------------------------------
                                                                          INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                      (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                              AS APPLICABLE)         MANAGEMENT
------------------------------------------------------------------------------------------------------------
                                                                                     
EQ/QUALITY BOND PLUS   Class IA    Seeks to achieve high current income   .   AllianceBernstein
                                   consistent with moderate risk to           L.P.
                                   capital.                               .   AXA Equitable
                                                                              Funds Management
                                                                              Group, LLC
                                                                          .   Pacific
                                                                              Investment
                                                                              Management
                                                                              Company, LLC
------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY       Class IB    Seeks to replicate as closely as       .   AllianceBernstein
  INDEX                            possible (before expenses) the total       L.P.
                                   return of the Russell 2000 Index.
------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE       Class IB    Seeks to achieve long-term capital     .   T. Rowe Price
  GROWTH STOCK                     appreciation and secondarily, income.      Associates, Inc.
------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND      Class IB    Seeks to achieve total return through  .   UBS Global Asset
  INCOME                           capital appreciation with income as a      Management
                                   secondary consideration.                   (Americas) Inc.
------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO         Class IB    Seeks to achieve long-term capital     .   Wells Capital
  OMEGA GROWTH                     growth.                                    Management, Inc.
------------------------------------------------------------------------------------------------------------
MULTIMANAGER           Class IA    Seeks to achieve long-term growth of   .   AllianceBernstein
  AGGRESSIVE EQUITY                capital.                                   L.P.
                                                                          .   AXA Equitable
                                                                              Funds Management
                                                                              Group, LLC
                                                                          .   ClearBridge
                                                                              Investments, LLC
                                                                          .   Marsico Capital
                                                                              Management, LLC
                                                                          .   Scotia
                                                                              Institutional
                                                                              Asset Management
                                                                              US, Ltd.
                                                                          .   T. Rowe Price
                                                                              Associates, Inc.
                                                                          .   Westfield Capital
                                                                              Management
                                                                              Company, L.P.
------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE      Class IB    Seeks to achieve a balance of high     .   AXA Equitable
  BOND                             current income and capital                 Funds Management
                                   appreciation, consistent with a            Group, LLC
                                   prudent level of risk.                 .   BlackRock
                                                                              Financial
                                                                              Management, Inc.
                                                                          .   DoubleLine
                                                                              Capital L.P.
                                                                          .   Pacific
                                                                              Investment
                                                                              Management
                                                                              Company LLC
                                                                          .   SSgA Funds
                                                                              Management, Inc.
------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID       Class IB    Seeks to achieve long-term growth of   .   AllianceBernstein
  CAP GROWTH                       capital.                                   L.P.
                                                                          .   AXA Equitable
                                                                              Funds Management
                                                                              Group, LLC
                                                                          .   BlackRock
                                                                              Investment
                                                                              Management, LLC
                                                                          .   Franklin
                                                                              Advisers, Inc.
                                                                          .   Wellington
                                                                              Management
                                                                              Company, LLP
------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID       Class IB    Seeks to achieve long-term growth of   .   AXA Equitable
  CAP VALUE                        capital.                                   Funds Management
                                                                              Group, LLC
                                                                          .   BlackRock
                                                                              Investment
                                                                              Management, LLC
                                                                          .   Diamond Hill
                                                                              Capital
                                                                              Management, Inc.
                                                                          .   Knightsbridge
                                                                              Asset Management,
                                                                              LLC
                                                                          .   Lord, Abbett &
                                                                              Co. LLC
------------------------------------------------------------------------------------------------------------



                                      26

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------
                                                                         INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                     (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                             AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------
                                                                                    
MULTIMANAGER           Class IB    Seeks to achieve long-term growth of  .   Allianz Global
  TECHNOLOGY                       capital.                                  Investors US LLC
                                                                         .   AXA Equitable
                                                                             Funds Management
                                                                             Group, LLC
                                                                         .   SSgA Funds
                                                                             Management, Inc.
                                                                         .   Wellington
                                                                             Management
                                                                             Company, LLP





----------------------------------------------------------------------------------------------------
 AIM VARIABLE
 INSURANCE FUNDS
 (INVESCO VARIABLE
 INSURANCE                                                                    INVESTMENT MANAGER
 FUNDS) - SERIES II                                                           (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                AS APPLICABLE)
----------------------------------------------------------------------------------------------------
                                                                        
INVESCO V.I. GLOBAL  The fund's investment objective is total return through  .   Invesco Advisers,
  REAL ESTATE FUND   growth of capital and current income.                        Inc.
                                                                              .   Invesco Asset
                                                                                  Management Limited
----------------------------------------------------------------------------------------------------
INVESCO V.I. HIGH    The fund's investment objective is total return,         .   Invesco Advisers,
  YIELD FUND         comprised of current income and capital appreciation.        Inc.
----------------------------------------------------------------------------------------------------
INVESCO V.I.         The fund's investment objective is long-term growth of   .   Invesco Advisers,
  INTERNATIONAL      capital.                                                     Inc.
  GROWTH FUND
----------------------------------------------------------------------------------------------------
INVESCO V.I. MID     The fund's investment objective is long-term growth of   .   Invesco Advisers,
  CAP CORE EQUITY    capital.                                                     Inc.
  FUND
----------------------------------------------------------------------------------------------------
INVESCO V.I. SMALL   The fund's investment objective is long-term growth of   .   Invesco Advisers,
  CAP EQUITY FUND    capital.                                                     Inc.




-----------------------------------------------------------------------------------------------------
 AMERICAN FUNDS
 INSURANCE SERIES(R)                                                           INVESTMENT MANAGER
 PORTFOLIO NAME -                                                              (OR SUB-ADVISER(S),
 CLASS 4 SHARES       OBJECTIVE                                                AS APPLICABLE)
-----------------------------------------------------------------------------------------------------
                                                                         
BOND FUND/SM/         The fund's investment objective is to provide as high a  .   Capital Research
                      level of current income as is consistent with the            and Management
                      preservation of capital.                                     Company



----------------------------------------------------------------------------------
 FIDELITY(R)
 VARIABLE INSURANCE
 PRODUCTS (VIP) -                                           INVESTMENT MANAGER (OR
 SERVICE CLASS 2                                            SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
FIDELITY(R) VIP      Seeks long-term capital appreciation.  .   Fidelity
  CONTRAFUND(R)                                                 Management and
  PORTFOLIO                                                     Research Company
                                                                (FMR)



----------------------------------------------------------------------------------
 GOLDMAN SACHS
 VARIABLE
 INSURANCE TRUST -                                          INVESTMENT MANAGER (OR
 SERVICE SHARES                                             SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
GOLDMAN SACHS VIT    Seeks long-term capital appreciation.  .   Goldman Sachs
  MID CAP VALUE FUND                                            Asset Management,
                                                                L.P.



--------------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE                                                                  INVESTMENT MANAGER
 PORTFOLIOS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                              AS APPLICABLE)
--------------------------------------------------------------------------------------------------
                                                                      
IVY FUNDS VIP ENERGY To seek to provide capital growth and appreciation.    .   Waddell & Reed
                                                                                Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH   To seek to provide total return through a combination  .   Waddell & Reed
  INCOME             of high current income and capital appreciation.           Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID    To seek to provide growth of capital.                  .   Waddell & Reed
  CAP GROWTH                                                                    Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL  To seek to provide growth of capital.                  .   Waddell & Reed
  CAP GROWTH                                                                    Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------


                                      27

                        CONTRACT FEATURES AND BENEFITS








----------------------------------------------------------------------------------
 LAZARD RETIREMENT
 SERIES, INC. -                                             INVESTMENT MANAGER
 SERVICE SHARES                                             (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
LAZARD RETIREMENT    Seeks long-term capital appreciation.  .   Lazard Asset
  EMERGING MARKETS                                              Management LLC
  EQUITY PORTFOLIO




-----------------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS -                                                            INVESTMENT MANAGER
 SERVICE CLASS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                 AS APPLICABLE)
-----------------------------------------------------------------------------------------------------
                                                                         
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts
  INTERNATIONAL      appreciation.                                                 Financial
  VALUE PORTFOLIO                                                                  Services Company
-----------------------------------------------------------------------------------------------------
MFS(R) INVESTORS     The fund's investment objective is to seek capital        .   Massachusetts
  TRUST SERIES       appreciation.                                                 Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts
  MASSACHUSETTS      appreciation.                                                 Financial
  INVESTORS GROWTH                                                                 Services Company
  STOCK PORTFOLIO
-----------------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY    The fund's investment objective is to seek capital        .   Massachusetts
  PORTFOLIO          appreciation.                                                 Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------
MFS(R) UTILITIES     The fund's investment objective is to seek total return.  .   Massachusetts
  SERIES                                                                           Financial
                                                                                   Services Company




------------------------------------------------------------------------------------------------------
 VAN ECK VIP TRUST                                                              INVESTMENT MANAGER
 - S CLASS                                                                      (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                  AS APPLICABLE)
------------------------------------------------------------------------------------------------------
                                                                          
VAN ECK VIP GLOBAL   Seeks long-term capital appreciation by investing          .   Van Eck
  HARD ASSETS FUND   primarily in hard asset securities. Income is a secondary      Associates
                     consideration.                                                 Corporation
------------------------------------------------------------------------------------------------------


(1)This variable investment option will be available on or about May 22, 2015,
   subject to regulatory and shareholder approval.


(*)This information reflects the variable investment options name changes
   effective on or about May 22, 2015, subject to regulatory approval. The
   chart below reflects the variable investment options names in effect until
   on or about May 22, 2015.





--------------------------------------------------------
     VARIABLE INVESTMENT OPTION NAME UNTIL MAY 22, 2015
--------------------------------------------------------
  
(2)   EQ/AllianceBernstein Dynamic Wealth Strategies
--------------------------------------------------------
(3)   EQ/AllianceBernstein Small Cap Growth
--------------------------------------------------------





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 THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.

                                      28

                        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 in "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 annual minimum guaranteed interest rate for the calendar year, and

(3)the current interest rate.

We set current interest rates periodically, according to our procedures that we
have in effect at the time. All interest rates are effective annual rates, but
before deduction of annual administrative charges or any withdrawal charges.

We assign an interest rate to each amount allocated to the guaranteed interest
option. This rate is guaranteed for a specified period. The rate may be
different depending on certain factors, including the type and series of your
contract and when the allocation is made. An exception to this approach applies
to Corporate Trusteed contracts and EDC contracts issued to government
employees in New York whose EQUI-VEST/SM/ funding arrangements became effective
on and after July 1, 1989. Generally, we assign an interest rate to the total
amounts invested in Corporate Trusteed and EDC contracts issued to government
employees in New York regardless of when allocations were made to the
guaranteed interest option.


The annual minimum guaranteed interest rate for 2015 ranges from 1.00% to 4.00%
depending on the lifetime guaranteed minimum rate of your contract. Depending
on your contract type, contract series, and the state where your contract is
issued, the lifetime minimum guaranteed interest rate ranges from 1.00% to
3.00% (may be 4.00% for Corporate Trusteed contracts and Keogh Trusteed
contracts). The lifetime minimum guaranteed interest rate is shown in your
contract. The annual minimum guaranteed interest rate will never be less than
the lifetime minimum guaranteed interest rate. Current interest rates will
never be less than the annual minimum guaranteed interest rate. Check with your
financial professional as to which rate applies in your state and to your
contract series.


FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years (one to seven in Oregon). 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 points in time there may
be no fixed maturity options available. You can allocate your contributions to
one or more of these fixed maturity options. However, you may not allocate more
than one contribution to any one fixed maturity option. These amounts become
part of a non-unitized separate account. They will accumulate interest at the
"rate to maturity" for each fixed maturity option. The total amount you
allocate to and accumulate in each fixed maturity option is called the "fixed
maturity amount." Your financial professional can provide your state's approval
status. For contracts issued in New York, see "Charges and expenses" for
information on withdrawal charges when amounts are allocated to the fixed
maturity options.

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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 currently offer fixed maturity
options ending on June 14th for maturity years ranging from one through ten
(seven in Oregon). Not all of these fixed maturity options will be available
for annuitants ages 76 and older. See "Allocating your contributions." As fixed
maturity options expire, we expect to add maturity years so that generally ten
(seven in Oregon) fixed maturity options are available at any time.

We will not accept allocations to a fixed maturity option if on the date the
contribution is to be applied:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)subject to plan restrictions, withdraw the maturity value (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 next
available fixed maturity option (or another investment option if we are
required to do so by any state regulation). As of February 17, 2015, the next
available maturity date was June 15, 2024 (see "About our fixed maturity
options" in "More information" later in this prospectus). We may change our
procedures in the future.


MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination of your contract or when we make deductions for
charges) from a fixed maturity option before

                                      29

                        CONTRACT FEATURES AND BENEFITS






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 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 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 II at the end of this prospectus provides an example
of how the market value adjustment is calculated.

SELECTING YOUR INVESTMENT METHOD

Subject to any employer plan limitations, you must choose one of the following
two methods for selecting your investment options:

..   MAXIMUM INVESTMENT OPTIONS CHOICE. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A and B in the investment options chart. You can make transfers
    whenever you choose. However, there will be restrictions on the amount you
    can transfer out of the guaranteed interest option listed in A.

..   MAXIMUM TRANSFER FLEXIBILITY. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A in the investment options chart and no transfer restrictions
    will apply.

TEMPORARY REMOVAL OF TRANSFER RESTRICTIONS THAT APPLY TO THE INVESTMENT
METHODS. From time to time, we may remove certain restrictions that apply to
your investment method. If we do so, we will tell you. For example, if you
elect the "Maximum investment options choice" method, for a limited time there
will be no restrictions on the amount you could transfer out of the guaranteed
interest option listed in group "A." If you elect the "Maximum transfer
flexibility" method, for a limited time you will be able to use the fixed
income variable investment options listed in group "B" as well as the fixed
maturity options.

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 you elect the "Maximum investment options choice" method, limits on
transfers out of the guaranteed interest option will again apply. If you elect
the "Maximum transfer flexibility" method, you will no longer be permitted to
allocate new contributions to, or transfer amounts into, the variable
investment options in group B (including through our rebalancing program) or
the fixed maturity options. However, amounts that are in any investment options
that are not available under "Maximum transfer flexibility" can remain in these
options.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/

.. Charter/SM/ Multi-Sector Bond
.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond
.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(*)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value



.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index




.. EQ/Equity 500 Index




.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index




.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth

.. MFS(R) Investors Trust
.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth

.. Multimanager Mid Cap Value

.. Multimanager Technology

.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------


INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA/Templeton Global Equity Managed Volatility

.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value
--------------------------------------------------------------------------------


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(*)/

.. AXA Aggressive Allocation
.. AXA Balanced Strategy
.. AXA Conservative Allocation

.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility

.. AXA Moderate Allocation

.. AXA Moderate Growth Strategy

.. AXA Moderate-Plus Allocation


.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation

.. Target 2055 Allocation/(*)/

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



-------------------------
 FIXED MATURITY OPTIONS
-------------------------


THE FIXED MATURITY OPTIONS ARE ONLY AVAILABLE IN STATES WHERE APPROVED.
TRANSFER RESTRICTIONS APPLY AS INDICATED ABOVE UNDER "FIXED MATURITY OPTIONS
AND MATURITY DATES."
--------------------------------------------------------------------------------

*  Please see the "Portfolios of Trusts" earlier in this prospectus regarding
   name changes and the availability of an additional investment option,
   subject to regulatory and/or shareholder approval.


                                      30

                        CONTRACT FEATURES AND BENEFITS







The Target Allocation investment options are expected to invest more heavily in
fixed income securities as they approach their respective target dates, and
thereafter. As each Target Allocation investment option reaches its respective
target date, we reserve the right to make it a group "B" investment option.
Please note that if you select the "Maximum transfer flexibility" method, and
you allocate any contributions or account value to any of the Target Allocation
investment options, you will be deemed to have changed to the "maximum
investment option choice" method. This change to your investment method will
occur when you change your allocation instruction to include a Target
Allocation investment option or when you make a transfer to a Target Allocation
investment option that has been reassigned. We will notify you of this change
in writing. Please note that if this occurs, the number of variable investment
options available to you will increase. In other words, the "B" investment
options will be available to you. However, your ability to transfer out of the
guaranteed interest option will be limited.

If you select the "maximum transfer flexibility" method but have not included
any of the Target Allocation investment options among your allocations, you
will not be changed to the alternate method but those options will no longer be
available to you.

You may choose from any of the investment options available under your
investment method. In all cases, if any of the options listed in B in the chart
referenced above are selected, you will be subject to the restrictions on
transfers out of the guaranteed interest option that apply under the maximum
investment options choice investment method.

Please note that under Trusteed contracts your employer or the plan trustee
will select the investment method available to the participant. Under all other
contracts, you may choose from any of the investment options available under
your investment method. In all cases, if any of the options listed in B in the
chart referenced above are selected, you will be subject to the restrictions on
transfers out of the guaranteed interest option that apply under the maximum
investment options choice investment method.

--------------------------------------------------------------------------------
A PARTICIPANT IS AN INDIVIDUAL WHO PARTICIPATES IN AN EMPLOYER'S PLAN FUNDED BY
AN EQUI-VEST(R) CONTRACT. THE PARTICIPANT IS ALSO THE ANNUITANT.
--------------------------------------------------------------------------------

ERISA CONSIDERATIONS FOR EMPLOYERS

If you are an employer and your plan is intended to comply with the
requirements of the Employee Retirement Income Security Act of 1974 ("ERISA")
Section 404(c), you or your plan trustee must make sure that the investment
options chosen for your plan constitute a broad range of investment choices as
required by the Department of Labor's ("DOL") regulation under ERISA
Section 404(c). See "Tax information" later in this prospectus.

ALLOCATING YOUR CONTRIBUTIONS

Once you have made your investment method choice, you may allocate your
contributions to one or more or all of the investment options that you have
chosen, subject to any restrictions under the investment method you chose.
However, you may not allocate more than one contribution to any one fixed
maturity option. If the annuitant is age 76 or older, you may only allocate
contributions to fixed maturity options with maturities of five years or less.
Allocations must be in whole percentages and you may change your allocation
percentages at any time. However, the total of your allocations must equal
100%. Once your contributions are allocated to the investment options, they
become a part of your account value. We discuss account value in "Determining
your contract's value" later in this prospectus.

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 allocation 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. Your AXA Advisors' financial professional 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, your should speak with him/her regarding
any different arrangements that may apply.

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.

For contributions allocated to the variable investment options, your refund
will equal your contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, your refund will equal the amount of the contribution
allocated to fixed maturity options reflecting any positive or negative market
value adjustments. Some states require that we refund the full amount of your
contribution (not including any investment gain or loss, or interest or market
value adjustment). For contributions allocated to the guaranteed interest
option, your refund will equal the amount of the contributions, without
interest. For contracts issued to fund SEPs, SARSEPs or SIMPLE IRAs that are
returned to us within seven days after you receive it, we are required to
refund the full amount of your contribution.

We may require that you wait six months before you 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.

See Appendix III for any state variations.

In addition to the cancellation right described above, you have the right to
surrender your contract, rather than cancel it. 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 for possible consequences of cancelling
your contract.

                                      31

                        CONTRACT FEATURES AND BENEFITS





2. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the: (i) values you have allocated to the
variable investment options; (ii) the guaranteed interest option; (iii) the
market adjusted amounts you have in the fixed maturity options; and (iv) if you
have taken a loan under a TSA, governmental employer EDC or Corporate Trusteed
contract, amounts held in your loan reserve account. These amounts are subject
to certain fees and charges discussed in "Charges and expenses" later in this
prospectus.

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) any
applicable withdrawal charges and (ii) the total amount or a pro rata portion
of the annual administrative charge, and (iii) under a TSA, governmental
employer EDC or Corporate Trusteed contract, any outstanding loan plus accrued
interest.

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.

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

The unit value for each variable investment option depends on the investment
performance of that option minus daily charges for mortality and expense risks
and other expenses. 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 increased or
decreased to reflect additional contributions, withdrawals, withdrawal charges,
transfers and loans.

In addition, the annual administrative charge or third-party transfer or
exchange charge and plan operating expense charge for TSAs will reduce the
number of units credited to your contract. 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
and transfers 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 a
fixed maturity option will equal its maturity value, provided there have been
no withdrawals or transfers.

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.

                                      32

                       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 must transfer at least $300 of account value or, if less, the entire
    amount in the investment option. We may waive the $300 requirement.

..   You may not transfer to a fixed maturity option in which you already have
    value.

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


..   If the annuitant is age 76 or older, you must limit your transfers to fixed
    maturity options with maturities of five years or less. As of February 18,
    2015, not all maturities were available.


..   You may not transfer to a fixed maturity option if its maturity date is
    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 will cause a market value adjustment.

..   If you choose the maximum investment options choice method for selecting
    investment options (including if you have been deemed to have selected that
    method as a result of a Target Allocation investment option in which you
    are invested becoming a group "B" option as described under "Selecting your
    investment method" in "Contract features and benefits" earlier in this
    prospectus) the maximum amount you may transfer in any contract year from
    the guaranteed interest option to any other investment option is (a) 25% of
    the amount you had in the guaranteed interest option on the last day of the
    prior contract year or, if greater, (b) the total of all amounts you
    transferred from the guaranteed interest option to any other investment
    option in the prior contract year.

..   If you transfer money from another financial institution into the
    guaranteed interest option during your first contract year, and if you have
    selected the maximum investment options method (including if you have been
    deemed to have selected that method as a result of a Target Allocation
    investment option in which you are invested becoming a group "B" option as
    described under "Selecting your investment method" in "Contract features
    and benefits" earlier in this prospectus) you may, during the balance of
    that contract year, transfer up to 25% of such initial guaranteed interest
    option balance to any other investment option.

Upon advance notice to you, we may change or establish additional restrictions
on transfers among the investment options, including limitations on the number,
frequency, or dollar amount of transfers. A transfer request does not change
your percentages for allocating current or future contributions among the
investment options. Our current transfer restrictions are set forth in the
"Disruptive transfer activity" section below.

You may request a transfer in writing or by telephone using TOPS or online
using Online Account Access. You must send all signed written requests directly
to our processing office. Transfer requests should specify:

(1)the contract number,

(2)the dollar amounts to be transferred, and

(3)the investment options to and from which you are transferring.

Under Trusteed and EDC contracts, you or the trustee or employer owner,
whichever applies, can direct us to transfer among the investment options.

Please see "Allocating your contributions" in "Contract features and benefits"
for more information about your role in managing your allocations.

We will confirm all transfers in writing.

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

                                      33

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






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 "affiliated trusts"), as
well as investment options with underlying portfolios of outside trusts with
which AXA Equitable has entered participation agreements (the "unaffiliated
trusts" and, collectively with the affiliated trusts, the "trusts"). The
affiliated 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 affiliated trust obtains from us contract
owner trading activity. The affiliated 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.

When a contract owner 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.

Each unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity. 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. 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.

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.

AUTOMATIC TRANSFER OPTIONS

INVESTMENT SIMPLIFIER

Our Investment simplifier program allows you to choose from two automatic
options for transferring amounts from the guaranteed interest option to the
variable investment options. The transfer options are the "fixed-dollar option"
and the "interest sweep." You may select one or the other, but not both. If you
elect to use rebalancing option II (discussed below), you may not choose either
of the investment simplifier options.

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 on a monthly basis. You can specify the
number of monthly transfers or instruct us to continue to make monthly
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. You also must elect to transfer at least $50 per month. The
fixed-dollar option is subject to the guaranteed interest option transfer
limitation described above under "Transferring your account value."

INTEREST SWEEP. Under the interest sweep, we will make transfers on a monthly
basis from amounts in the guaranteed interest option. 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 and on the last
business day of each month thereafter to participate in the interest sweep
option.

The fixed-dollar and interest sweep options are forms of dollar-cost averaging.
Dollar-cost averaging allows you to gradually allocate amounts to the variable
investment options by periodically transferring approximately the same dollar
amount to the variable investment options you select. This 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. This plan of investing, however, does not guarantee that you will
earn a profit or be protected against losses.

                                      34

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







WHEN YOUR PARTICIPATION IN THE INVESTMENT SIMPLIFIER WILL END. Your
participation in the investment simplifier will end:

..   Under the fixed-dollar option, when either the number of designated monthly
    transfers have been completed or the amount you have available in the
    guaranteed interest option has been transferred out.

..   Under the interest sweep option, when the amount you have in the guaranteed
    interest option falls below $7,500 (determined on the last business day of
    the month) for two months in a row.

..   Under either option, on the date we receive at our processing office, your
    written request to cancel automatic transfers, or on the date your contract
    terminates.

REBALANCING YOUR ACCOUNT VALUE

Our rebalancing program offers two options that you can use to automatically
reallocate your account value. Option I permits reallocation among the variable
investment options only and option II permits reallocation among the variable
investment options and the guaranteed interest option. To enroll in the asset
rebalancing program, you must notify us in writing by completing our asset
rebalancing form, instructing us:

(a)in whole percentages only, the percentage you want invested in each variable
   investment option (and the guaranteed interest option, if applicable), and

(b)how often you want the rebalancing to occur (quarterly, semiannually, or
   annually).

While your rebalancing program is in effect, we will transfer amounts among
each variable investment option (and the guaranteed interest option, if
applicable), so that the percentage of your account value that you specify is
invested in each option at the end of each rebalancing date. Your entire
account value in the variable investment options (and guaranteed interest
option, if applicable) must be included in the rebalancing program. Currently,
we permit rebalancing of up to 20 investment options. Transfer restrictions out
of the guaranteed interest option may apply in accordance with the last two
bullets under "Transferring your account value" above in this section. The
initial transfer under the rebalancing program (based on your account value as
of the day before the program is established) is not permitted to cause the
transfer restrictions to be violated, and any rebalancing election that would
be a violation of the transfer restrictions will not be put into effect.
However, if the program can be established, once it is in effect, the transfer
restrictions will be waived for the rebalancing transfers.

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

To be eligible, you must have (i) at least $5,000 of account value in the
variable investment options for option I, or (ii) at least $5,000 of account
value in the variable investment options and the guaranteed interest option,
combined for option II. We may waive this $5,000 requirement. Rebalancing is
not available for amounts you have allocated in the fixed maturity options.

If you elect to use option II, you may not choose either of the investment
simplifier automatic options.

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.

FOR TSA, CORPORATE TRUSTEED AND CERTAIN GOVERNMENTAL EMPLOYER EDC CONTRACTS
WITH OUTSTANDING LOANS ONLY, on any rebalancing date where the amount to be
transferred from the guaranteed interest option would cause a transfer from the
Loan Reserve Account (which is part of the guaranteed interest option), the
rebalancing program will be automatically cancelled. (See "Loans under TSA,
governmental employer EDC and Corporate Trusteed contracts" in "Accessing your
money" later in this prospectus.)

PRONVEST MANAGED ACCOUNT SERVICE (SERIES 100 AND 200 CONTRACTS ONLY)

AXA Equitable offers access to managed account services through ProNvest, Inc.,
an unaffiliated third party. ProNvest is an independent registered investment
advisory firm that assists retirement plan participants with goal-based advice
and money management services.


If available under your employer's plan, you may enroll in ProNvest's managed
account service to manage your account. ProNvest will allocate assets invested
in your account among the variable investment options, and the guaranteed
interest option based on a customized investment plan created for you from
information you provide to ProNvest. Generally, ProNvest will adjust your
allocations every quarter or as the market changes. A minimum account value may
be required to enroll in the ProNvest managed account service.


You should be aware that during your enrollment in the ProNvest managed account
service, YOU WILL NOT HAVE THE ABILITY TO TRANSFER OR RE-ALLOCATE YOUR ASSETS
INVESTED IN YOUR ACCOUNT. If you wish to make a transfer or re-allocate your
assets, you must terminate your enrollment in the ProNvest managed account
service. Once terminated, we reserve the right to not permit you to elect the
managed account service. In addition, if you enroll in the ProNvest managed
account service, automated programs including dollar cost averaging and asset
rebalancing will be terminated. However, the Automatic RMD withdrawal and
systematic withdrawal options will continue to be available.


If you enroll in the ProNvest managed account service, ProNvest will charge a
quarterly fee at an annual rate up to 0.60% of your variable investment
options. The amount of the fee may be lower and varies among broker-dealers. We
will deduct this fee pro rata from your variable investment options and then
from the guaranteed interest option. If those amounts are insufficient, we will
deduct this charge pro rata from your fixed maturity options, if any.


You may terminate the ProNvest managed account service at any time by
contacting ProNvest. Visit www.ProNvest.com for information on contacting
ProNvest and communicating your instructions.

For additional information or to enroll in the ProNvest managed account
service, contact your financial professional. Minimum account balance
requirements may apply. The ProNvest managed account service may not be
available in all plans, all contracts, or in all states.

                                      35

               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. For the tax consequences of taking
withdrawals, see "Tax information" later in this prospectus.

METHOD OF WITHDRAWAL



------------------------------------------------------------------------------------------------------------------
                                                                  PARTIAL                            MINIMUM
   CONTRACT                                                      WITHDRAWAL        SYSTEMATIC      DISTRIBUTION
------------------------------------------------------------------------------------------------------------------
                                                                                          
SEP/SARSEP                                                        yes               yes                yes
------------------------------------------------------------------------------------------------------------------
SIMPLE IRA                                                        yes               yes                yes
------------------------------------------------------------------------------------------------------------------
Corporate and KEOGH Trusteed                                      yes/(2)(3)/       no                 yes/(3)/
------------------------------------------------------------------------------------------------------------------
TSA                                                               yes/(1)(2)(3)/    yes/(1)(2)(3)/     yes/(2)/
------------------------------------------------------------------------------------------------------------------
University TSA                                                    yes/(1)(3)/       yes/(1)(3)/        yes
------------------------------------------------------------------------------------------------------------------
EDC                                                               yes/(1)(2)(3)/    yes/(1)(2)(3)/     yes/(2)(3)/
------------------------------------------------------------------------------------------------------------------
Annuitant-Owned HR-10                                             yes/(3)/          yes/(3)/           yes
------------------------------------------------------------------------------------------------------------------

(1)Only if the contract is not subject to withdrawal restrictions.
(2)Only if there are no outstanding loans.
(3)Requires or may require Plan Administrator's approval. See "Tax information"
   later in this prospectus.

PARTIAL WITHDRAWALS AND TERMINATIONS

Subject to the terms of the Plan, your contract and any restrictions in federal
income tax rules, you may take partial withdrawals from your account value or
terminate your contract at any time while the annuitant is living and before
annuity payments begin. The minimum amount you may withdraw at any time is
$300. If your account value is less than $500 after a withdrawal, we may
terminate your contract and pay you its cash value.

Partial withdrawals, or payments of remaining account value in excess of the
10% free withdrawal amount, may be subject to a withdrawal charge. See "10%
free withdrawal amount" in "Charges and expenses" later in this prospectus.
Depending on your contract, amounts withdrawn may be subject to applicable tax
charges.

SYSTEMATIC WITHDRAWALS

You may take systematic withdrawals on a monthly or quarterly basis. The
minimum amount you may take for each withdrawal is $250. 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. If you do not
select a date, your withdrawals will be made on the first business day of the
month. A check for the amount of the withdrawal will be mailed to you or, if
you prefer, we will electronically transfer the money to your checking or
savings account.

You may withdraw either the amount of interest earned in the guaranteed
interest option or a fixed-dollar amount from either the variable investment
options or the guaranteed interest option. If you elect the interest option, a
minimum of $20,000 must be maintained in the guaranteed interest option. If you
elect the fixed-dollar option, you do not have to maintain a minimum amount.

If you choose to have a fixed dollar amount taken from the variable investment
options and/or the guaranteed interest option, you may elect to have the amount
of the withdrawal subtracted from your account value in one of three ways:

(1)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (without exhausting your values in
   those options). Once the requested amount is greater than your account
   value, the systematic withdrawal program will terminate.

(2)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (until your account value is
   exhausted). Once the requested amount leaves you with an account value of
   less than $500, we will treat it as a request to surrender your contract.

(3)You may specify a dollar amount from one variable investment option or the
   guaranteed interest option. If you choose this option and the value in the
   investment option drops below the requested withdrawal amount, the requested
   withdrawal amount will be taken on a pro rata basis from all remaining
   investment options in which you have value. Once the requested amount leaves
   you with an account value of less than $500, we will treat it as a request
   to surrender your contract.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You may elect systematic withdrawals under TSA and governmental employer EDC
contracts if:

..   your plan or program permits it;

..   the contract is not subject to withdrawal restrictions; and

..   the contract does not have a loan outstanding.

You can cancel the systematic withdrawal option at any time.

Amounts withdrawn in excess of the 10% free withdrawal amount may be subject to
a withdrawal charge.

LIFETIME MINIMUM DISTRIBUTION WITHDRAWALS

(SEE "TAX INFORMATION" LATER IN THIS PROSPECTUS)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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 your withdrawal exceeds the free withdrawal
amount.

                                      36

                             ACCESSING YOUR MONEY






You may choose instead an annuity payout option. Before electing an
account-based withdrawal option, please refer to "Required minimum
distributions" under "Tax information" later in this prospectus for your
specific type of retirement arrangement.

The actuarial present value of additional contract benefits must be added to
the account value in calculating required minimum distribution withdrawals,
which could increase the amount required to be withdrawn. For this purpose
additional annuity contract benefits may include enhanced death benefits.

You may elect our RMD automatic withdrawal option in the year in which you
reach age 70 1/2 or in any later year, subject to the terms of your plan, if
applicable. To elect this option, you must have account value in the variable
investment options and the guaranteed interest option of at least $2,000. The
minimum amount we will pay out is $300, or if less, your account value. If your
account value is less than $500 after the withdrawal, we may terminate your
contract and pay you its cash value. Currently, minimum distribution withdrawal
payments will be made annually.

Currently, we do not impose a withdrawal charge on minimum distribution
withdrawals if you are enrolled in our RMD automatic withdrawal option. The
minimum distribution withdrawal will be taken into account in determining if
any subsequent withdrawal taken in the same contract year exceeds the 10% free
withdrawal amount.

This service does not generate required minimum distribution payments during
the first year. Therefore, if you are making a rollover or transfer
contribution to the contract after age 70 1/2, you must make any required
minimum distributions before the rollover or transfer. If you do not, any
withdrawals that you make during the first contract year to satisfy your
required minimum distributions may be subject to withdrawal charges, if they
exceed the free withdrawal amount.

For tax-exempt employer EDC contracts, this election may not be revoked. For
TSA and governmental employer EDC contracts, you may not elect the minimum
distribution option if you have an outstanding loan under a contract.

If you purchased your EQUI-VEST(R) TSA via a direct transfer of funds from
another 403(b) plan or arrangement and we were informed at the time of your
purchase of the amount of your December 31, 1986 account balance (if any) you
may postpone beginning lifetime required minimum distributions on these
pre-1987 funds. This rule also applies if you purchased your EQUI-VEST(R) TSA
before December 31, 1986. Lifetime required minimum distributions on the
pre-1987 account balance may be postponed to age 75 rather than having to start
following the later of your reaching age 70 1/2 or retiring.

Distributions from a qualified plan, including our prototype plans through
which Annuitant-Owned HR-10 contracts are issued, are subject to the provisions
of the plan document. Similar rules apply in the case of a 403(b) plan.

--------------------------------------------------------------------------------
FOR CONTRACTS SUBJECT TO MINIMUM DISTRIBUTION REQUIREMENTS, 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).
--------------------------------------------------------------------------------

HARDSHIP WITHDRAWALS FROM QUALIFIED PLANS AND TSAS

Generally, in order to receive a hardship withdrawal or, for EDC plans, an
"unforseeable emergency" withdrawal (special federal income tax definitions),
you must meet certain criteria and have your request approved by your plan. For
more information, see "Withdrawal restrictions" under "Tax information" later
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 values in the investment options. A market value adjustment
will apply if withdrawals are taken from the fixed maturity options.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from a TSA, SEP,
SARSEP or SIMPLE IRA contract you may use our automatic deposit service.

Under this service we will automatically deposit the Required Minimum
Distribution payment from your TSA, SEP, SARSEP or SIMPLE IRA contract directly
into an existing EQUI-VEST(R) NQ or ROTH IRA or an existing EQUI-VEST(R)
Express/SM/ NQ or ROTH IRA contract according to your allocation instructions.
Please note that you must have compensation or earned income for the year of
the contribution to make regular contributions to Roth IRAs.

LOANS UNDER TSA, GOVERNMENTAL EMPLOYER EDC AND CORPORATE TRUSTEED CONTRACTS

If the plan permits, loans are available under a qualified plan, 403(b) plan or
governmental employer 457(b) EDC plan. 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.
You may borrow against your account value only under a TSA contract, a contract
issued under a governmental employer 457(b) EDC plan or Corporate Trusteed
contract. Loans under governmental employer 457(b) EDC plans may not be
available in all states. Loans are not available under University TSA
contracts. We do not permit loans under any contract or certificate when the
required minimum distribution automatic withdrawal option has been elected.
Also, we reserve the right to change loan terms as long as any such change is
made to maintain compliance with any applicable laws or regulations that may
apply.

Before we make a loan, you must properly complete and sign a loan request form.
Generally, the approval of the employer, its delegate or the plan administrator
must also be demonstrated. Loan processing may not be completed until we
receive all information and approvals required to process the loan at our
processing office. Please note that if we receive a properly completed and
signed loan request form (and any other information necessary to complete the
loan transaction) at our processing office on a business day prior to the 27th
of the month, your loan transaction will be effective on that business day. If
we receive a properly completed and signed loan request form (and any other
information necessary to complete the loan transaction) at our processing
office on a business day that is on the 27th of the month or later, your loan
will be processed on the first business day of the month following the date it
was received. In the case of certain Corporate Trusteed and certain TSA
contracts subject to ERISA, the written consent of your spouse will be required
to obtain a loan and

                                      37

                             ACCESSING YOUR MONEY






the Plan Administrator needs to sign the loan form. In the case of governmental
employer EDC contracts, the loan must be approved by the contract owner;
generally, your employer, plan trustee, or the plan administrator as authorized
under the governmental employer plan. Please see the loan provisions stated in
the contract and read the terms and conditions in the loan request form
carefully and consult with a tax advisor before taking a loan. Also, see
Appendix III later in this prospectus for any state rules that may affect loans
from a TSA, governmental employer EDC or Corporate Trusteed contract.

We permit only one loan to be outstanding at any time.

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

..   it exceeds limits of federal income tax rules; or

..   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.

The tax consequences of 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 to a
"loan reserve account" an amount equal to the sum of (a) and (b), where (a) is
the loan amount (which will earn interest at the "loan reserve account rate"
while your loan is outstanding), and (b) is 10% of the loan amount (which will
earn interest at the guaranteed interest rate while your loan is outstanding).
You may not make any partial withdrawals or transfers among investment options
or other transaction from the loan reserve account until after repayment of the
principal amount then due. You may specify on the loan request form from which
investment option(s) the loan reserve account will be funded.

The "loan reserve account rate" will equal the loan interest rate minus a
maximum rate of 2%. This excess of the interest rate that we charge is also
referred to as the "net loan interest charge." See the "Fee table" for more
information.


REPAYING A LOAN. When you take a loan, we use the principal amount of the loan,
the loan interest rate and the term of the loan to determine the loan repayment
amount. You can repay a loan through payroll deduction, Online Account Access
or by personal check. Loan repayments must be made quarterly, unless you enroll
through Online Account Access for monthly systematic repayments (not available
for contracts owned by a corporate trustee). You can elect to have the
principal portion of your loan repayments automatically distributed among your
investment options in accordance with your investment allocation instructions
currently on file. If you elect this option, the transfer to your investment
options will take place on the next business day after we receive your loan
repayment. You can repay your loan in full, including interest due, at any time
(by bank check or money order only). In very limited specified circumstances
concerning leaves of absence, and upon our receipt of the documentation we
require, loan repayment can be suspended. Otherwise, loans must be repaid
according to the repayment schedule to avoid default. See "Tax information"
later in this prospectus.


Loans are discussed further in "Tax information" later in this prospectus.

TEXAS ORP PARTICIPANTS
(THE CONTRACT IS NO LONGER AVAILABLE FOR NEW PLANS OR FOR NEW PARTICIPANTS TO
EXISTING PLANS)

For participants in a Texas Optional Retirement Program, Texas law permits
withdrawals only after one of the following distributable events occur:

..   turning age 70 1/2; or

..   death; or

..   retirement; or

..   termination of employment in all Texas public institutions of higher
    education.

To make a withdrawal, a properly completed written acknowledgment must be
received from the employer. If a distributable event occurs prior to your being
vested, any amounts provided by an employer's first-year matching contribution
will be refunded to the employer. We may change these provisions without your
consent, but only to the extent necessary to maintain compliance with any law
that applies.

TERMINATION

We may terminate your contract and pay you the account value if:

(1)your account value is less than $500 and you have not made contributions to
   your contract for a period of three years; or

(2)you request a partial withdrawal that reduces your account value to an
   amount less than $500; or

(3)you have not made any contributions within 120 days from your contract date;
   or

(4)we pay the death benefit under your contract.

We will deduct the amount of any outstanding loan balance (including any unpaid
interest) and any withdrawal charge that applies to the loan balance from the
account value when we terminate your contract.

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 payout option, payment of a death benefit, payment of any
amount you withdraw (less any withdrawal charge) and, upon contract
termination, 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 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 values in the guaranteed interest
option and the fixed maturity options (other than for death benefits) for up to
six months while you are living.

                                      38

                             ACCESSING YOUR MONEY







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

Deferred annuity contracts such as EQUI-VEST(R) provide for conversion to
payout status at or before the contract's "maturity date." This is called
annuitization. When your contract is annuitized, your EQUI-VEST(R) contract and
all its benefits terminate and will be converted to a supplemental payout
annuity contract ("payout option") that provides for periodic payments for life
or for a specified period of time. In general, the periodic payment amount is
determined by the account value or cash value of your EQUI-VEST(R) contract at
the time of annuitization and the annuity purchase factor to which that value
is applied, as described below. 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.

EQUI-VEST(R) offers you several choices of annuity payout options. Some enable
you to receive fixed annuity payments and others enable you to receive variable
annuity payments.

You can choose from among the different forms of annuity payout options listed
below. Also, you may elect the frequency in which you will receive payments.
Restrictions may apply, depending on the type of contract you own or the
annuitant's age 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.

ANNUITY PAYOUT OPTIONS


                                      
---------------------------------------------------------------------------------
Fixed annuity payout options             .   Life annuity/(1)/
                                         .   Life annuity with period
                                             certain/(1)/
                                         .   Life annuity with refund
                                             certain/(1)/
                                         .   Period certain annuity
---------------------------------------------------------------------------------
Variable Immediate Annuity payout        .   Life annuity (not available in New
  options (as described in a separate        York)
  prospectus for this option)            .   Life annuity with period
                                             certain/(1)/
---------------------------------------------------------------------------------

(1)not available for governmental employer EDC Plans in New York


..   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 or the joint life
    expectancy of the annuitant and the joint annuitant.

..   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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. The guarantee period may
    not exceed the annuitant's life expectancy. 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. Currently, this payout option is available only as a fixed
    annuity. This is the only form of annuity for annuitants in governmental
    employer EDC plans in New York. Life annuity payout options are not
    available for governmental employer EDC plans in New York.


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. Generally, unless the annuitant elects otherwise with
the written consent of the spouse, this will be the form of annuity payment
provided for married annuitants under qualified plans and certain TSAs. We may
offer other payout options not outlined here. Your financial professional can
provide details.

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments that 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.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable income annuity
payout option. The amount of each variable income annuity payment will
fluctuate, depending upon the performance of the variable investment options,
and whether the actual rate of investment return is higher or lower than an
assumed base rate.

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

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. Unless you choose a different
payout option, we will pay annuity payments under a life annuity with a period
certain of 10 years. You choose whether these

                                      39

                             ACCESSING YOUR MONEY






payments will be either fixed or variable. The contract owner and annuitant
must meet the issue age and payment requirements.

You can choose the date annuity payments are to begin, but generally it may not
be earlier than thirteen months from the EQUI-VEST(R) contract date. You can
change the date your annuity payments are to begin anytime before that date as
long as you do not choose a date later than the 28th day of any month or later
than your contract's maturity date. Your contract's maturity date is the date
by which you must either take a lump sum withdrawal or select an annuity payout
option. The maturity date is generally the contract date anniversary that
follows the annuitant's 85th birthday. This may be different in some markets.

We will send you a notice with your contract statement one year prior to your
maturity date. Once you have selected an annuity payout option and payments
have begun, no change can be made other than transfers among the variable
investment options if a variable immediate annuity is selected. If you do not
respond to the notice within the 30 days following your maturity date, your
contract will be annuitized automatically.

We currently offer different payment frequencies on certain annuity payout
options. In general, the total annual payout will be lower for more frequent
payouts such (as monthly) because of the increased administrative expenses
associated with more frequent payouts. Also, in general, the longer the period
over which we expect to make payment, the lower will be your payment each year.

The amount of the annuity payments will depend on:

(1)the amount applied to purchase the annuity;

(2)the type of annuity chosen, and whether it is fixed or variable;

(3)in the case of a life annuity, the annuitant's age (or the annuitant's and
   joint annuitant's ages); and

(4)in certain instances, the sex of the annuitant(s).

In no event will you ever receive payments under a fixed option or an initial
payment under a variable option of less than the minimum amounts guaranteed by
the contract.

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.

Please see Appendix III later in this prospectus for state variations.

EQUI-VEST(R) AT RETIREMENT(R) AND AT RETIREMENT/SM/

(APPLICABLE ONLY FOR TSA, SEP, SARSEP AND SIMPLE IRA CONTRACTS)

If you have a TSA, SEP, SARSEP or SIMPLE IRA contract, you may be eligible to
convert your EQUI-VEST(R) contract to a new EQUI-VEST(R) At Retirement/SM/
contract (or a new At Retirement/SM/ contract in New York). EQUI-VEST(R) At
Retirement/SM/ is a deferred variable annuity contract that offers living
benefits (Guaranteed withdrawal benefit for life or Guaranteed minimum income
benefit) and enhanced death benefits. At Retirement/SM/ is a deferred variable
annuity contract that offers a Guaranteed withdrawal benefit for life. Neither
the EQUI-VEST(R) At Retirement/SM/ contract nor the At Retirement/SM/ contract
has any withdrawal charges.

At the time of conversion, you must meet the following conditions in order to
qualify for this conversion offer. You must be between the ages of 55 and 85,
your contract must have an account value of at least $50,000, you must purchase
at least one of the living or enhanced death benefits, there can be no
withdrawal charges applicable under your existing EQUI-VEST(R) contract, and no
rollover or direct transfer contributions can have been made to the existing
contract in the two contract years prior to the date you apply for the new
contract. For TSA contracts, you must also be separated from service with the
employer which provided the funds for your TSA contract in order to qualify.
Please note that any outstanding loan including any interest accrued but unpaid
under the existing EQUI-VEST(R) contract must be paid in full or it will be
deducted from your account value prior to the conversion.

The written application for the new EQUI-VEST(R) At Retirement/SM/ or At
Retirement/SM/ contract must be received by our processing office no later than
the close of business on December 31, 2016 or such later date as we state in
writing to you. The EQUI-VEST(R) At Retirement/SM/ or At Retirement/SM/
contract and its benefits, including the charges for such benefits are
described in a separate prospectus.

APPLICABLE ONLY FOR TSA CONTRACTS

We originally offered conversions from EQUI-VEST(R) to an EQUI-VEST(R) At
Retirement/SM/ or At Retirement/SM/ only on a direct transfer basis; that is,
funds from an existing TSA contract could be directly transferred to purchase a
new EQUI-VEST(R) At Retirement/SM/ or At Retirement/SM/ TSA contract. As a
result of the 2007 Regulations discussed in "Tax information" in this
prospectus, we are amending our procedures to permit TSA funds to be directly
rolled over to an EQUI-VEST(R) At Retirement/SM/ or At Retirement/SM/ IRA
contract instead when the EQUI-VEST(R) At Retirement/SM/ or At Retirement/SM/
TSA contract will not be part of an employer plan.

                                      40

                             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 risk charge

..   A charge for other expenses

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 the last day of the contract year an annual administrative charge, if
    applicable

..   Charge for third-party transfer or exchange (for series 300 and 400 only)

..   Charges for certain optional special services

..   At the time you make certain withdrawals or surrender your contract, or
    your contract is terminated -- a withdrawal charge

..   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. The charges differ
depending on which contract series you purchase.

We will not increase these charges for the life of your contract, except as
noted below. We may reduce certain charges under group or sponsored
arrangements. See "Variations in charges" below.

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.

CHARGES UNDER THE CONTRACTS

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 death benefit.
The daily charge is currently equivalent to an annual rate of the net assets in
each variable investment options as follows:



----------------------------------------------------------------------------------------------------------------
                                                             EQ/COMMON
                                                             STOCK INDEX,
                                                             EQ/MONEY
                                                             MARKET
                                                             OPTIONS       ALL OTHER VARIABLE INVESTMENT OPTIONS
----------------------------------------------------------------------------------------------------------------
                                                             SERIES SERIES SERIES    SERIES    SERIES   SERIES
                                                              100    200    100       200       300      400
----------------------------------------------------------------------------------------------------------------
                                                                                      
current                                                      0.56%  1.15%  0.50%     1.09%     1.10%    1.10%
----------------------------------------------------------------------------------------------------------------
maximum                                                      0.65%  1.24%  0.50%     1.09%     1.10%    1.75%
----------------------------------------------------------------------------------------------------------------


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 benefits 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. We may
change the actuarial basis for our guaranteed annuity payment tables, but only
for new contributions and only at five year intervals from the contract date.
Lastly, we assume a mortality risk to the extent that at the time of death, the
guaranteed death benefit exceeds the cash value of the contract.

The expense risk we assume is the risk that our expenses in providing the
benefits and administering the contracts will be greater than we expect.

To the extent that the mortality and expense risk charges are not needed to
cover the actual expenses incurred, they may be considered an indirect
reimbursement for certain sales and promotional expenses relating to the
contracts.

CHARGE FOR OTHER EXPENSES

We deduct this daily charge from the net assets in each variable investment
option. This charge, together with the annual administrative charge described
below, is for providing administrative and financial accounting services under
the contracts. The daily charge is equivalent to a maximum annual percentage of
the net assets in each variable investment option as follows:

Series 100 -- 0.84%

..   0.60% reimburses us for research and development costs plus administrative
    expenses not covered by the annual administrative charge.

..   0.24% reimburses us for the cost of financial accounting services we
    provide under the contracts.

Series 200, 300 and 400 -- 0.25%

..   0.25% reimburses us for expenses and financial accounting services we
    provide under the contracts; however, for series 300 and 400, we currently
    charge 0.24% for all the variable investment options except AXA Moderate
    Allocation, Multimanager Aggressive Equity, EQ/Common Stock Index and
    EQ/Money Market. We may, upon advance notice to you, increase the charge to
    0.25% of the net assets for these variable investment options.

MAXIMUM TOTAL CHARGES: Under series 100 and 200 contracts for the AXA Moderate
Allocation, Multimanager Aggressive Equity, EQ/Common Stock Index and EQ/Money
Market options, the combined amount of the Separate Account A charges to these
variable investment options and Trust charges for investment advisory fees and
direct operating expenses may not exceed a total annual rate of 1.75% of the
value of the assets held in each of those variable investment options.

Total Separate Account A annual expenses (not including the Trusts fees and
other expenses) are guaranteed not to exceed a total annual rate of: (i) 2.00%
for series 400 contracts; (ii) 1.35% for series 300

                                      41

                             CHARGES AND EXPENSES






contracts; and (iii) 1.49% for series 100 and 200 contracts for the EQ/Common
Stock Index, and EQ/Money Market options; and (iv) for series 100 and 200
contracts an annual rate of 1.34% for all the other options except for those in
(iii).

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on the last business
day of each contract year. We will deduct a pro rata portion of the charge if
you surrender your contract, elect an annuity payout option or the annuitant
dies during the contract year.

Under series 300 and 400 contracts, during the first two contract years the
charge is equal to $30 or, if less, 2% of your current account value plus any
amount previously withdrawn during the contract year. The charge is $30 for
contract years three and later. We may increase this charge if our
administrative costs rise, but the charge will never exceed $65 annually. We
also may waive the administrative charge for contracts having an account value
of a specified amount on the last business day of each contract year --
currently $20,000 for SEP, SARSEP, and SIMPLE IRA contracts. We reserve the
right to deduct this charge on a quarterly, rather than annual basis.

Under series 100 and 200 contracts, the charge is equal to $30 or if less, 2%
of the current account value plus any amount previously withdrawn during that
contract year.

For SEP, SARSEP, Unincorporated Trusteed and Annuitant-Owned HR-10 contracts,
if at the end of any contract year your account value is at least $10,000, we
will waive the annual administrative charge.

For TSA, University TSA, EDC and Corporate Trusteed contracts the annual
administrative charge is waived if the account value is at least $25,000 at the
end of the contract year.

The charge is deducted pro rata from the variable investment options and the
guaranteed interest option. If those amounts are insufficient, we will make up
the required amounts from the fixed maturity options to the extent you have
value in those options. Charges deducted from the fixed maturity options are
considered withdrawals and, as such, will result in a market value adjustment.

We currently waive the annual administrative charge that would otherwise be
deducted in the next contract year under any individually owned EQUI-VEST(R)
contract/certificate having an account value that, when combined with the
account value of other EQUI-VEST(R) contracts/certificates owned by the same
person, exceeds $100,000 in the aggregate (as determined in January of each
year). This does not apply to EQUI-VEST(R) contracts/certificates owned by
different members of the same household. We may change or discontinue this
practice at any time without prior notice.

CHARGE FOR THIRD-PARTY TRANSFER

Under series 300 and 400 contracts, we impose a charge for making a direct
transfer of amounts from your contract to a third party. A third-party transfer
is where you ask us to directly transfer or roll over funds from your contract
to a permissible funding vehicle offered by another provider, or to another
eligible plan. In either case, we will deduct from your account value any
withdrawal charge that applies and a charge of $65 for each direct transfer or
rollover, except for series 400 SIMPLE IRA. For series 400 SIMPLE IRA, a charge
of $25 applies for each direct transfer or rollover. This charge will never
exceed 2% of the amount disbursed or transferred. We will deduct this charge
and any withdrawal charge that applies from your account value.

WITHDRAWAL CHARGE

A withdrawal charge may apply in three circumstances: (1) you make one or more
withdrawals during a contract year; or (2) you surrender your contract; or
(3) we terminate your contract. The amount of the charge will depend on whether
the free withdrawal amount applies and the availability of one or more
exceptions.

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 withdrawal charges is also
subject to a withdrawal charge.

We deduct the withdrawal amount and the withdrawal charge pro rata from the
variable investment options and from the guaranteed interest option. If those
amounts are insufficient, we will make up the required amounts from the fixed
maturity options. If we deduct all or a portion of the withdrawal charge from
the fixed maturity options, a market value adjustment will apply. See "About
our fixed maturity options" in "More information" later in this prospectus.

We may also reduce the withdrawal charge in order to comply with any state law
requirement. See "Contracts issued in New York --fixed maturity options" below.

WITHDRAWAL CHARGE FOR SERIES 300 AND 400 CONTRACTS

The amount of the withdrawal charge we deduct is equal to 6% of any
contribution withdrawn attributable to contributions made during the current
and five prior contract years measured from the date of the withdrawal.

In the case of terminations, we will pay you the greater of the following up to
a maximum of the account value:

..   the account value after any withdrawal charge has been imposed, or

..   the 10% free withdrawal amount plus the contributions made before the
    current and five prior contract years that have not been previously
    withdrawn plus 94% of (a) the remaining account value, minus (b) any
    administrative fees.

For purposes of calculating the withdrawal charge, amounts withdrawn up to the
free withdrawal amount are not considered a 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.

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 time you request a
withdrawal, minus any other withdrawals made during the contract year.

DEATH OR PURCHASE OF ANNUITY. The withdrawal charge does not apply if:

..   the annuitant dies and a death benefit is payable to the beneficiary.

                                      42

                             CHARGES AND EXPENSES







..   we receive a properly completed election form providing for the account
    value to be used to buy a life contingent annuity payout option or a
    non-life annuity with a period certain for a term of at least ten years.

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, U.S.
     Virgin Islands, or Guam) 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, with respect to a contribution if the
condition as described in (i), (ii) or (iii) above existed at the time the
contribution was remitted or if the condition began within the 12 month 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.

For SEP, SARSEP and SIMPLE IRA contracts the withdrawal charge also does not
apply:

..   after six contract years if the annuitant is at least age 59 1/2; or

..   if you request a refund of a contribution in excess of amounts allowed to
    be contributed under the federal income tax rules within one month of the
    date on which you made the contribution.

WITHDRAWAL CHARGE FOR SERIES 100 AND 200 CONTRACTS

WHEN WITHDRAWAL CHARGES DO NOT APPLY

..   10% FREE WITHDRAWAL AMOUNT. No withdrawal charge will be applied during any
    contract year in which the amount withdrawn is less than or equal to 10% of
    the account value at the time the withdrawal is requested, minus any amount
    previously withdrawn during that contract year. This 10% portion is called
    the free withdrawal amount. For Trusteed, EDC (subject to state
    availability) and TSA contracts, this free withdrawal amount is available
    starting in the first contract year. For EDC (in certain states), SEP and
    SARSEP contracts, the free withdrawal amount is available only after three
    contract years have been completed or the annuitant has reached age 59 1/2.
    (Currently, we are waiving this restriction.)

FOR TRUSTEED CONTRACTS. The amount of the withdrawal charge we deduct is equal
to 6% of any contribution withdrawn attributable to contributions made during
the current and five prior contract years measured from the date of the
withdrawal.

In the case of terminations, we will pay you the greater of the following up to
a maximum of the account value:

..   the account value after any withdrawal charge has been imposed and after
    deducting the amount of any loan balance and accrued interest, or

..   the 10% free withdrawal amount plus the contributions made before the
    current and five prior participation years that have not been previously
    withdrawn plus 94% of (a) the remaining account value, minus (b) any
    administrative fees. For series 200 contracts issued for annuitants age 60
    or older on the contract date this percentage will be 95% in the fifth
    contract year.

For purposes of calculating the withdrawal charge, amounts withdrawn up to the
free withdrawal amount are not considered a 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. See "Tax information" later in this
prospectus.

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

For Trusteed contracts the withdrawal charge does not apply if:

..   The annuitant dies and a death benefit is made available to the beneficiary.

..   We receive a properly completed election form providing for the account
    value to be used to buy a life annuity payout option.

..   The contract owner has completed at least five contract years and the
    annuitant has reached age 59 1/2.

..   We receive a request for the refund of an excess contribution within one
    month of the date the contribution is made.

..   In addition, for Corporate Trusteed contracts, the withdrawal charge does
    not apply if the annuitant has reached age 59 1/2 and has retired or
    employment has been terminated, no matter how many contract years have been
    completed.

FOR SEP, SARSEP, TSA, EDC AND ANNUITANT-OWNED HR-10 CONTRACTS. The withdrawal
charge equals a percentage of the amount withdrawn and may apply to any TSA and
governmental employer EDC defaulted loans. The withdrawal charge equals a
percentage of the amount of any such defaulted loans. Whether a withdrawal
charge applies, and the percentage that applies, is determined using the same
conditions that apply to withdrawals from your

                                      43

                             CHARGES AND EXPENSES






contract. The percentage that applies depends on the contract year in which the
withdrawal is made, according to the following table:



-------------------------------------------------------------
      CONTRACT YEAR(S)                    CHARGE
-------------------------------------------------------------
                            
         1 through 5                      6%/(1)/
         6 through 8                         5
              9                              4
             10                              3
             11                              2
             12                              1
        13 and later                         0
-------------------------------------------------------------

(1)This percentage may be reduced at older ages for certain contract series.
   Your financial professional can provide further details about the contract
   series you own.

The total of all withdrawal charges assessed will not exceed 8% of all
contributions made during the current contract year and the nine contract years
before the withdrawal is made.

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

No withdrawal charge applies under SEP, SARSEP, TSA, EDC or Annuitant-Owned
HR-10 contracts if:

..   after five contract years the annuitant is at least age 59 1/2; or

..   you request a refund of an excess contribution within one month of the date
    on which the contribution is made; or

..   the annuitant dies and the death benefit is made available to the
    beneficiary; or

..   after five contract years the annuitant is at least age 55 and the amount
    withdrawn is used to purchase from us a period certain annuity that extends
    beyond the annuitant's age 59 1/2 and allows no prepayment; or

..   after three contract years the amount withdrawn is used to purchase from us
    a period certain annuity for a term of at least 10 years, and allows no
    prepayment; or

..   the amount withdrawn is applied to the election of a life contingent
    annuity payout option. (This form of payment is not available for
    annuitants in governmental employer EDC Plans in New York); or

..   the amount withdrawn is applied to the election of a period certain annuity
    of at least 15 years, but not in excess of the annuitant's life expectancy,
    that allows no prepayment. (This is the only form of payment available for
    annuitants in governmental employer EDC plans in New York.)

No withdrawal charge applies under a TSA or EDC (subject to state availability)
contract if:

..   the annuitant has completed at least five contract years, has reached age
    55 and has separated from service.

No withdrawal charge applies under a SEP contract funding SARSEP arrangements
if:

..   the amount withdrawn is a distribution of deferrals disallowed (plus or
    minus any gain or loss) by reason of the employer's failure to meet the
    Internal Revenue Code's requirement that 50% of eligible employees elect
    SARSEP within the plan year and the request for withdrawal is made by the
    April 15th of the calendar year following the calendar year in which you
    were notified of such disallowance; or

..   the amount withdrawn is an "excess contribution" (as such term is defined
    in Section 408(k)(6)(C)(iii) of the Internal Revenue Code), plus or minus
    any gain or loss and the request for withdrawal is made by April 15th of
    the calendar year following the calendar year in which the excess
    contributions were made; or

..   the amount withdrawn is an "excess deferral" (as such term is defined in
    Section 402(g)(2) of the Internal Revenue Code), plus or minus any gain or
    loss and the request for withdrawal is made by April 15th of the calendar
    year following the calendar year in which such excess deferrals were made.

The tax consequences of withdrawals are discussed under "Tax information."

NY EDC PLANS. (NO LONGER AVAILABLE FOR NEW PLANS OR FOR NEW PARTICIPANTS TO
EXISTING PLANS) As a result of regulations which apply to EDC plans of
governmental employers in New York ("NY EDC plans"), EQUI-VEST(R) contracts
funding NY EDC plans contain special provisions that apply to all NY EDC plans
whose EQUI-VEST(R) funding arrangements became effective or were renewed on or
after July 1, 1989.

These provisions permit the automatic termination of all contracts issued in
connection with a NY EDC plan five years after the effective date (or any
renewal date) of its EQUI-VEST(R) funding arrangement without the deduction of
any contingent withdrawal charges. If agreed to by the employer or plan trustee
and us, the period may be shorter than five years. A decision to permit the
automatic termination of all contracts would result in the transfer of each
contract's account value to a successor funding vehicle designated by the
employer.

The employer sponsoring a NY EDC plan or plan trustee can renew the
EQUI-VEST(R) funding arrangement in a written notice to us which includes a
certification of compliance with procedures under the applicable regulations.
We are not responsible for the validity of any certification by the employer. A
written notice to transfer must be received by our processing office and
accepted by us not later than seven days before the date on which a transfer is
to occur. If an employer fails to notify us in writing as to a transfer of the
NY EDC arrangement or as to its intention not to renew, we will continue the
arrangement and associated contracts will not be automatically terminated.

No further investment experience, whether positive or negative, will be
credited under a NY EDC plan contract once the contract terminates. As with
other tax-favored retirement plans in which the funding is affected by actions
of a sponsoring employer, we are not required to provide annuitants with
information relating to an employer's decision to exercise any termination
right.

FOR ALL SERIES CONTRACTS ISSUED IN NEW YORK -- FIXED MATURITY OPTIONS/(1)/

For contracts issued in New York, the withdrawal charge that applies to
withdrawals taken from amounts in the fixed maturity options will never exceed
6% and will be determined by applying the New York Declining Scale ("declining
scale"). If you withdraw amounts that

                                      44

                             CHARGES AND EXPENSES






have been transferred from one fixed maturity option to another, we use the New
York Alternative Scale ("alternative scale") if it produces a higher charge
than the declining scale.

(1)currently not available for TSA, EDC, Keogh and Corporate Trusteed contracts
   in New York



------------------------------------------------------------
DECLINING SCALE               ALTERNATIVE SCALE
------------------------------------------------------------
YEAR OF INVESTMENT IN FIXED   YEAR OF TRANSFER WITHIN FIXED
MATURITY OPTION/(1)/          MATURITY OPTION/(1)/
------------------------------------------------------------
                                          
Within year 1        6%       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%


            
After year 6  0%  Not to exceed 1% times the
                  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.

In the following example we compare the withdrawal charge that would apply to a
withdrawal from a series 400 contract that has an account value of $10,000;
$8,000 from a contribution made three years ago and $2,000 from positive
investment performance.

..   If you were to withdraw the total amount of the contribution within the
    first six years after it was made the series 400 withdrawal charge that
    generally applies would be $480 (6% of $8,000). However, if when you made
    your contribution you allocated it to a fixed maturity option, the
    withdrawal charge would be lower. According to the declining scale method
    described above, the withdrawal charge would be limited to 5% of the
    $8,000, or $400 in the third year.

..   The withdrawal charge may be different if when you made your contribution
    three years ago, you allocated it to a fixed maturity option and then in
    the third year, you transfer the amounts that apply to such contribution to
    a new fixed maturity option. In this example we assume that there is one
    year remaining in the new fixed maturity option. Because you made a
    transfer among the fixed maturity options, the alternative scale may now
    apply. Based on this alternative scale, a contribution that is transferred
    will be subject to a 5% withdrawal charge if you withdraw that contribution
    in the same year that you make the transfer. However, the withdrawal charge
    may not exceed 1% for each year remaining in the new fixed maturity option.
    Since, in this example, the time remaining in the new fixed maturity option
    is one year, the withdrawal charge under the alternative scale would be
    limited to 1%. Because New York regulations permit us to use the greater of
    the declining scale or the alternative scale, the withdrawal charge would
    be 5%, or $400, based on the declining scale.

..   The withdrawal charge may not exceed the charge that would normally apply
    under the contract. Use of a New York scale can only result in a lower
    charge. If your contribution has been in the contract for more than six
    years and therefore would not have a withdrawal charge associated with it,
    no withdrawal charge would apply.

..   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.

..   As of any date on which 50% or more of your account value is held in fixed
    maturity options, the free withdrawal amount is zero.

For contracts issued in New York, 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 scheduled to mature next. 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
those that 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.

PLAN OPERATING EXPENSE CHARGE (APPLICABLE TO TSA CONTRACTS ONLY)

Depending on your Employer's plan, we may be instructed to withdraw a plan
operating expense from your account value and to remit the amount withdrawn to
either your Employer or your Employer's designee. The amount to be withdrawn is
determined by your Employer; we will have no responsibility for determining
that such amount is necessary and proper under the terms of your Employer's
plan. We do not apply a withdrawal charge to the amounts withdrawn pursuant to
these instructions.

FOR ALL CONTRACT SERIES

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 1%.

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.


                                      45

                             CHARGES AND EXPENSES








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.


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 auditors' 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.

VARIATIONS IN CHARGES

For certain groups offered the EQUI-VEST(R) contract, we may reduce the
withdrawal charges and/or separate account charges. We may also reduce or waive
the annual administrative charge. We may make other changes to the contract,
including a change in the minimum death benefit or the minimum initial
contribution requirements; permitting additional circumstances under which the
withdrawal charge is waived; and/or establishing different rates to maturity
for the fixed maturity options.

Our costs for sales, administration and mortality may vary based on a number of
factors, including the size and type of group or sponsoring organization; the
level of services provided by us or your financial professional; if AXA
Equitable will be the sole contract provider; and the compensation we expect to
pay the financial professional in connection with the sale of the contract(s).
We take all these factors into account when reducing charges.

In order for a group to be considered for reduced charges, it generally must
meet certain requirements relative to existing and projected plan assets. We
determine the applicable charge reductions and benefit adjustments according to
our procedures in effect at the time we approve a group. We may change our
pricing procedures from time to time or the required level of assets a group
must have to be eligible for reduced charges.

From time to time, an employer group has an existing arrangement with us, under
which plan participants have individual contracts, and subsequently the
employer purchases a group contract from us for new contributions and new
participants only. Under these circumstances, we may make charge reductions or
benefit adjustments under the existing individual contracts in order to reflect
the same features, benefits and reduced costs as the group contract. We may
also make charge reductions or benefit adjustments under existing individual
contracts when an employer qualifies for a group contract but is unable to hold
a group contract. Our pricing procedures for new groups may vary from the
procedures we use for existing groups.

For both new and established groups or sponsored arrangements that have
formally requested a contract proposal from us, our prices may be negotiable.
Price variations may impact the financial professional's compensation. An
employer or plan administrator should ask about possible fee reductions or
contract adjustments based on its situation. It would be in your best interest
for your employer to formally request a contract proposal from us.

Any variation in charges, pricing or benefits will reflect differences in our
costs of selling the contracts and/or the contract services we or your
financial professional provide and will not be unfairly discriminatory.

Groups may be governed by federal income tax rules, 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.

                                      46

                             CHARGES AND EXPENSES





6. Payment of death benefit

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

YOUR BENEFICIARY AND PAYMENT OF BENEFIT

Beneficiary designations are subject to the terms of your plan. You designate
your beneficiary when you apply for your contract. You may change your
beneficiary at any time while you are alive 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 at 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. Generally, the owner must be the beneficiary under tax exempt
employer EDC plan contracts and the trustee must be the beneficiary under most
Trusteed contracts. Such owner may substitute as the beneficiary under the
contract the beneficiary under the employer's plan after your death.

DEATH BENEFIT

Your contract provides a death benefit. The death benefit is equal to the
greater of (i) your account value (without adjustment for any otherwise
applicable negative market value adjustment) and less any outstanding loan
balance plus accrued interest as of the date we receive satisfactory proof of
death, any required instructions, information and forms necessary to effect
payment and (ii) the "minimum death benefit." The minimum death benefit is
equal to your total contributions, adjusted for withdrawals and any withdrawal
charges and any taxes that apply, less any outstanding loan balance plus
accrued interest.

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and 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. The amount of the death benefit will be calculated to
equal the greater of (i) your account value (without adjustment for any
otherwise applicable negative market value adjustment), less any outstanding
loan balance plus accrued interest, as of the date that your spouse's contract
is issued, and (ii) the "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.

HOW WITHDRAWALS AFFECT THE MINIMUM DEATH BENEFIT

Depending upon the contract series, the contract date, and the state where your
contract is issued, each withdrawal you make will reduce the amount of your
current minimum death benefit 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 minimum death benefit by that
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 minimum
death benefit was $40,000 before the withdrawal, it would be reduced by $16,000
($40,000 x .40) and your new minimum death benefit after the withdrawal would
be $24,000 ($40,000-$16,000). Check with your financial professional.

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, if you
are the owner and annuitant and your spouse is the sole primary beneficiary the
contract can be continued as follows:


SUCCESSOR OWNER AND ANNUITANT FOR SEP, SARSEP AND SIMPLE IRAS (MAY NOT BE
AVAILABLE IN ALL STATES). If you are the owner and annuitant and your spouse is
the sole primary beneficiary, your spouse may elect upon your death to continue
the contract as the owner/annuitant and no death benefit is payable until the
surviving spouse's death. If your surviving spouse decides to continue the
contract, as of the date we receive satisfactory proof of death, any required
instructions, information and forms necessary to effect the successor
owner/annuitant feature, we will increase the account value to equal your
minimum death benefit, if such death benefit is greater than such account
value. 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 series 300 and 400 withdrawal charges will no longer
apply to contributions made before your death. Withdrawal charges will apply if
additional contributions are made. These additional contributions will be
withdrawn only after all other amounts have been withdrawn. For series 100 and
200 contracts, withdrawal charges will no longer apply and additional
contributions may no longer be made.


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.

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. However, subject to any exceptions in the contract,
our rules and applicable 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" under "Accessing your money" earlier in
this prospectus. Please note that if you are both the contract owner and the
annuitant, you may elect only a life annuity or an annuity that does not extend
beyond the life expectancy of the beneficiary. In some cases a beneficiary may
be able to do a nonspousal direct rollover to a new inherited IRA of a death
benefit from a qualified plan, 403(b) plan or governmental employer 457(b) plan.

If the beneficiary is a natural person (i.e., not an entity such as a
corporation or a trust) and so elects, death benefit proceeds can be paid
through the "AXA Equitable Access Account," which is a draft account that works
in certain respects like an interest-bearing checking account. In that case, we
will send the beneficiary a draftbook, and the beneficiary will have immediate
access to the proceeds by writing a draft for

                                      47

                           PAYMENT OF DEATH BENEFIT






all or part of the amount of the death benefit proceeds. AXA Equitable will
retain the funds until a draft is presented for payment. Interest on the AXA
Equitable Access Account is earned from the date we establish the account until
the account is closed by your beneficiary or by us if the account balance falls
below the minimum balance requirement, which is currently $1,000. The AXA
Equitable Access Account is part of AXA Equitable's general account and is
subject to the claims of our creditors. We will receive any investment earnings
during the period such amounts remain in the general account. The AXA Equitable
Access Account is not a bank account or a checking account and it is not
insured by the FDIC. Funds held by insurance companies in the general account
are guaranteed by the respective state guaranty association.

BENEFICIARY CONTINUATION OPTION (FOR TSAS, SEPS, SARSEP AND SIMPLE IRAS ONLY)
-- MAY NOT BE AVAILABLE IN ALL STATES

Upon your death under a TSA, SEP, SARSEP or SIMPLE IRA contract, your
beneficiary may generally elect to keep the contract with your name on it and
receive distributions under the contract instead of receiving the death benefit
in a single sum. This feature 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. The increase in account value will
be allocated to the investment options according to the allocation percentages
we have on file for your contract.

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. If you die
before your Required Beginning Date for required minimum distributions as
discussed in "Tax information" later in this prospectus, the beneficiary may
choose the "5-year rule" instead of annual payments over life expectancy. 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:

..   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.

..   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.

..   Loans will no longer be available for TSA contracts.

..   Any death benefit provision (including the minimum death benefit provision)
    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 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.

The beneficiary continuation option may not be available in your state. Check
with your financial professional or our processing office regarding
availability in your state.

                                      48

                           PAYMENT OF DEATH BENEFIT





7. Tax information

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TAX INFORMATION AND ERISA MATTERS

OVERVIEW

This section of the prospectus discusses the current federal income tax rules
that generally apply to annuity contracts which may be used to fund certain
employer-sponsored retirement plans.

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 plans or
contracts. Moreover, the tax aspects that apply to a particular person's plan
or 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.
Rights or values under plans or contracts or payments under the contracts, 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.

FATCA


Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.


SPOUSAL STATUS


The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


BUYING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT

Generally, there are two types of funding vehicles that are available for
Section 403(b) plans: a 403(b) TSA annuity contract such as an EQUI-VEST/SM/
TSA or a 403(b)(7) custodial account. Similarly, an employer-sponsored
individual retirement arrangement such as a SEP-IRA, SARSEP IRA or SIMPLE IRA
can be purchased in annuity or custodial account form. An EDC plan may be
funded by specified annuity contracts, custodial accounts or trustee
arrangements. Annuity contracts can also be purchased in connection with
employer plans qualified under Section 401 of the Code ("qualified plans"). 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, such as
EQUI-VEST(R)'s guaranteed minimum death benefit, selection of variable
investment options, provision of a guaranteed interest option and fixed
maturity options and choices of payout options, as well as the features and
benefits of other permissible funding vehicles and the relative costs of
annuities and other such arrangements. You should be aware that cost may vary
depending on the features and benefits made available and the charges and
expenses of the portfolios.

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 individual
retirement annuity contracts and annuity contracts funding 401(a) qualified
plans, 403(b) plans and 457(b) plans. For this purpose, additional annuity
contract benefits may include enhanced death benefits. You should consider the
potential implication of these Regulations before you purchase or make
additional contributions to this annuity contract.

                                      49

                                TAX INFORMATION







SPECIAL RULES FOR TAX-FAVORED RETIREMENT PLANS

Employer-sponsored retirement plans can use annuity contracts to fund the plan
unless the plan specifically prohibits annuity contracts as a funding vehicle.

Federal income tax rules prescribe how a retirement plan qualifies for
tax-favored status and set requirements for plan features, including:

..   participation and coverage;

..   nondiscrimination;

..   vesting and funding;

..   limits on contributions, distributions, and benefits;

..   withholding;

..   reporting and disclosure; and

..   penalties.

--------------------------------------------------------------------------------
STATE INCOME TAX RULES COVERING CONTRIBUTIONS TO AND DISTRIBUTIONS FROM
EMPLOYER-SPONSORED RETIREMENT PLANS MAY DIFFER FROM FEDERAL INCOME TAX RULES.
IT IS THE RESPONSIBILITY OF THE EMPLOYER, PLAN TRUSTEE AND PLAN ADMINISTRATOR
TO SATISFY FEDERAL INCOME TAX, STATE INCOME TAX AND OTHER STATE RULES AND ERISA
RULES, IF APPLICABLE.
--------------------------------------------------------------------------------

ADDITIONAL "SAVER'S CREDIT" FOR SALARY REDUCTION CONTRIBUTIONS TO CERTAIN PLANS
OR A TRADITIONAL IRA OR ROTH IRA


You may be eligible for a nonrefundable income tax credit for salary reduction
contributions you make to a 401(k) plan, 403(b) plan, governmental employer
457(b) EDC plan, SIMPLE IRA, or SARSEP IRA, as well as contributions you make
to a traditional IRA or Roth IRA. If you qualify, you may take this credit even
though your salary reduction contribution is already excluded from tax or your
traditional IRA contribution is already fully or partially deductible. To take
advantage of this "saver's credit" you must be age 18 or over before the end of
the taxable year for which the contribution is made. You cannot be a full-time
student or claimed as a dependent on another's tax return, and your adjusted
gross income cannot exceed $50,000 ($61,000 after cost-of-living adjustment for
2015.) The amount of the tax credit you can get varies from 10% of your
contribution to 50% of your contribution, and depends on your income tax filing
status and your adjusted gross income. The maximum annual contribution eligible
for the saver's credit is $2,000. If you and your spouse file a joint return,
and each of you qualifies, each is eligible for a maximum annual contribution
of $2,000. Your saver's credit may also be reduced if you take or have taken a
taxable distribution from any plan eligible for a saver's credit contribution
-- even if you make a contribution to one plan and take the distribution from
another plan -- during the "testing period." The "testing period" begins two
years before the year for which you make the contribution and ends when your
tax return is due for the year for which you make the contribution, including
extensions.


QUALIFIED PLANS

GENERAL; CONTRIBUTIONS

Any type of employer -- corporation, partnership, self-employed individual,
governmental entity, non-profit organization -- is eligible to establish a
qualified retirement plan under Section 401(a) of the Internal Revenue Code for
participating employees. Because there are numerous technical federal income
tax and Department of Labor "DOL" or "ERISA" rules covering establishment and
operation of a qualified plan, we do not cover them in this prospectus. We also
do not cover specific state law or other rules which may govern plans.
Employers should consult their tax advisers for information. It is the
employer's responsibility to figure out whether it is eligible to establish a
plan, what kinds of plan it may establish, and whether an annuity contract may
be used as a funding vehicle.

There are limits on employer and employee contributions to qualified plans.
Violation of contribution limits can result in plan disqualification and
penalties. The annual limits on contributions do not apply to rollover
contributions or trustee-to-trustee transfer contributions which may be
permitted under the plan.


The annual limit on contributions on behalf of an employee to all of the
defined contribution plans of an employer for 2015 is the lesser of $53,000
(after adjustment for cost-of-living changes) or 100% of compensation or earned
income. This amount may be further adjusted for cost-of-living changes in
future years. When figuring out the contribution limit you have to:


..   include reallocated forfeitures and voluntary nondeductible employee
    contributions;

..   include compensation from the employer in the form of elective deferrals
    and excludible contributions under Section 457(b) EDC plans and "cafeteria"
    plans. These are plans giving employees a choice between cash and deferred
    benefits or specified excludible health and welfare benefits; and


..   disregard compensation or earned income of more than a specified amount.
    This amount is $265,000 for 2015. This amount may be further adjusted for
    cost-of-living changes in future years.

"Salary reduction" or "elective deferral" contributions made under a 401(k)
plan or other cash or deferred arrangement are limited to $18,000 for 2015 and
may be further adjusted for cost-of-living changes in future years. This limit
applies to the total of all elective deferrals under all tax-favored plans in
which the individual participates, from all employers, for example, also
including salary reduction contributions under 403(b) plans. If the plan
permits, an individual who is at least age 50 at any time during 2015 can make
up to $6,000 additional salary reduction contributions for 2015.


Except for governmental employer plans that do not elect to be subject to
ERISA, qualified plans must not discriminate in favor of highly compensated
employees. Special "top heavy" rules apply to plans where more than 60% of the
contributions or benefits are allocated to defined highly compensated employees
known as "key employees." Plan administrators must test compliance with both
nondiscrimination and top heavy rules. 401(k) plans can adopt a "SIMPLE 401(k)"
feature which enables the plan to meet nondiscrimination requirements without
testing. The SIMPLE 401(k) feature requires the 401(k) plan to meet specified
contribution, vesting, and exclusive plan requirements, similar to those
discussed in this section of the prospectus under "SIMPLE IRAs."

                                      50

                                TAX INFORMATION







TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

This section of the prospectus 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 DISCLOSURE GENERALLY ASSUMES THAT THE TSA HAS 403(B) CONTRACT STATUS OR
QUALIFIES AS A 403(B) CONTRACT. DUE TO INTERNAL REVENUE SERVICE AND TREASURY
REGULATORY CHANGES IN 2007 WHICH BECAME FULLY EFFECTIVE ON JANUARY 1, 2009,
CONTRACTS ISSUED PRIOR TO 2009 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 TAKES 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.
--------------------------------------------------------------------------------

FINAL REGULATIONS UNDER SECTION 403(B)

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. These rules became fully effective on January 1, 2009, but various
transition rules applied beginning in 2007. There are still a number of
uncertainties regarding the application of these rules. The 2007 Regulations
raise a number of questions as to the effect of the 2007 Regulations on 403(b)
TSA contracts 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.

EMPLOYER PLAN REQUIREMENT. 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.

As part of this process, the sponsoring employer designates the insurance
companies or mutual fund companies to which it will make contributions to
purchase 403(b) annuity contracts or 403(b)(7) custodial accounts under its
403(b) plan. These companies are typically referred to as "approved providers"
or "approved vendors" under the employer's 403(b) plan, although such terms are
not used in the 2007 Regulations. If AXA Equitable is not an approved provider
under an employer's 403(b) plan, active participants in that employer's plan
may have to transfer funds from their EQUI-VEST(R) TSA contracts to another
403(b) plan funding vehicle in a contract exchange under the same plan in order
to avoid significant limitations under the 403(b) plan for transactions on the
contract.

GENERAL; SPECIAL EMPLOYER RULES

An employer eligible to maintain a 403(b) plan for its employees may make
contributions to purchase a 403(b) funding vehicle for the benefit of the
employee. These contributions, if properly made, will not be currently taxable
compensation to the employee. Moreover, the employee will not be taxed on the
earnings in the 403(b) funding vehicle until he/she takes distributions.

Generally, there are two types of funding vehicles available to fund 403(b)
plans: an annuity contract under Section 403(b)(1) of the Internal Revenue Code
or a custodial account that invests only in mutual funds and which is treated
as an annuity contract under section 403(b)(7) of the Code. Both types of
403(b) arrangements qualify for tax deferral.

Two different types of employers are eligible to maintain 403(b) plans: public
schools and specified tax-exempt organizations under Section 501(c)(3) of the
Code.

CONTRIBUTIONS TO TSAS

There are three ways you can make contributions to this EQUI-VEST(R) TSA
contract:

..   annual contributions made through the employer's payroll; or

..   with employer or plan approval, a rollover from another eligible retirement
    plan; or

..   with employer or plan approval, a plan-to-plan direct transfer of assets or
    a contract exchange under the same 403(b) plan.

ANNUAL CONTRIBUTIONS MADE THROUGH THE EMPLOYER'S PAYROLL. Annual contributions
to 403(b) TSA contracts made through the employer's payroll are limited.
(Tax-free plan-to-plan direct transfer contributions from another 403(b) plan,
contract exchanges under the same plan, and rollover contributions from another
eligible retirement plan are not subject to these annual contribution limits.)
Commonly, some or all of the contributions made to a TSA are made under a
salary reduction agreement between the employee and the employer. These
contributions are called "salary reduction contributions" or "elective deferral
contributions" and are generally made on a pre-tax basis. However, a TSA can
also be wholly or partially funded through non-elective pre-tax employer
contributions or contributions treated as after-tax employee contributions. If
the employer's plan permits, and as reported to us by the employer, an employee
may designate some or all of salary reduction contributions as "designated Roth
contributions" under Section 402A of the Code which are made on an after-tax
basis.

The permissible annual contributions to the participant's TSA is calculated the
same way as contributions to a 401(k) plan:


..   The annual limit on employer and employee contributions to defined
    contribution plans for 2015 is the lesser of $53,000 (after adjustment for
    cost-of-living changes) or 100% of compensation,

..   The annual limit on all salary reduction or elective deferral contributions
    under all employer plans you participate in is generally limited to $18,000
    for 2015 (after adjustment for cost-of-living changes).


These limits may be further adjusted for cost-of-living changes in future years.


Special provisions may allow certain participants with at least 15 years of
service to make "catch-up" contributions to compensate for smaller
contributions made in previous years. In addition, if the plan permits, an
individual who is at least age 50 at any time during 2015 can make up to $6,000
additional salary reduction contributions for 2015.


If contributions to a 403(b) TSA contract exceed the applicable limit in any
year, the excess will be taxable to the employee as ordinary income. In certain
situations, we may distribute excess contributions to avoid tax penalties.

                                      51

                                TAX INFORMATION







Any excess deferral contributions which are not withdrawn by April 15th after
the year of the deferral may cause the contract to fail 403(b) rules.

ROLLOVER CONTRIBUTIONS. After a TSA contract has been established with 403(b)
plan source funds, federal tax law permits rollover contributions to be made to
a TSA contract from these sources: qualified plans, governmental employer
457(b) plans and traditional IRAs, as well as other 403(b) plan funding
vehicles. The recipient 403(b) plan must allow such contributions to be made.

Generally, funds may be rolled over when a plan participant has a distributable
event from an eligible retirement plan as a result of:

..   termination of employment with the employer who provided the funds for the
    plan; or

..   reaching age 59 1/2 even if still employed; or

..   disability (special federal income tax definition).

If the source of the rollover contribution is pre-tax funds from a traditional
IRA, no specific event is required.

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 and subsequently take a premature distribution.
Further, in light of the restrictions on the ability to take distributions or
loans from a 403(b) contract without plan or employer approval under the 2007
Regulations, a plan participant should consider carefully whether to roll an
eligible rollover distribution (which is no longer subject to distribution
restrictions) to a 403(b) plan funding vehicle, or to traditional IRA instead.

If the recipient plan separately accounts for funds rolled over from another
eligible retirement plan, the IRS has ruled that an exception is available in
certain situations to withdrawal restrictions that would otherwise apply to the
rollover contribution funds in the recipient plan.

ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM CERTAIN ELIGIBLE RETIREMENT PLANS.


NON-ROTH AFTER-TAX CONTRIBUTIONS. Any non-Roth after-tax contributions you have
made to a qualified plan or TSA (but not a governmental employer 457(b) EDC
plan) may be directly rolled over to another qualified plan or TSA which agrees
to do required separate accounting. This can only be done in a direct rollover,
not a rollover you do yourself. Non-Roth after-tax contributions in a
traditional IRA cannot be rolled over from the traditional IRA into a qualified
plan or TSA. See "IRS guidance on allocation between pre-tax and after-tax
amounts on distributions; the effect of direct rollovers" under "Distributions
from Qualified Plans and TSAs".


DESIGNATED ROTH CONTRIBUTIONS. If the after-tax contributions are in a
"designated Roth account" under a 403(b) plan, a 401(k) plan or a governmental
employer EDC plan which permits designated Roth elective deferral contributions
to be made, they can be rolled into another "designated Roth account" under
another such plan. They cannot be rolled over to a non-Roth after-tax
contribution account. You may not roll over Roth IRA funds into a designated
Roth account under a 403(b) plan (or a 401(k) plan or a governmental employer
EDC plan).

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) contract to another, without
reportable taxable income to the individual. Under the 2007 Regulations and
other IRS published guidance, direct transfers made after September 24, 2007
may still be permitted with plan or employer approval as described below.

DIRECT TRANSFER CONTRIBUTIONS. A tax-free direct transfer occurs when changing
the 403(b) plan funding vehicle, even if there is no distributable event. Under
a direct transfer a plan participant does not receive a distribution.

The 2007 Regulations provide for two types of direct transfers between 403(b)
funding vehicles: "plan-to-plan transfers" and "contract exchanges within the
same 403(b) plan". 403(b) plans do not have to offer these options. A
"plan-to-plan transfer" must meet the following conditions: (i) both the source
403(b) plan and the recipient 403(b) plan permit plan-to-plan transfers; (ii)
the transfer from one 403(b) plan to another 403(b) plan is made for a
participant (or beneficiary of a deceased participant) who is an employee or
former employee of the employer sponsoring the recipient 403(b) plan; (iii)
immediately after the transfer the accumulated benefit of the participant (or
beneficiary) whose assets are being transferred is at least equal to the
participant's (or beneficiary's) accumulated benefit immediately before the
transfer; (iv) the recipient 403(b) plan imposes distribution restrictions on
transferred amounts at least as stringent as those imposed under the source
403(b) plan; and (v) if the plan-to-plan transfer is not a complete transfer of
the participant's (or beneficiary's) interest in the source 403(b) plan, the
recipient 403(b) plan treats the amount transferred as a continuation of a pro
rata portion of the participant's (or beneficiary's) interest in the source
403(b) plan (for example with respect to the participant's interest in any
after-tax employee contributions).

A "contract exchange within the same 403(b) plan" must meet the following
conditions: (i) the 403(b) plan under which the contract is issued must permit
contract exchanges; (ii) immediately after the exchange the accumulated benefit
of the participant (or beneficiary of a deceased participant) is at least equal
to the participant's (or beneficiary's) accumulated benefit immediately before
the exchange (taking into account the accumulated benefit of that participant
(or beneficiary) under both section 403(b) contracts immediately before the
exchange); (iii) the contract issued in the exchange is subject to distribution
restrictions with respect to the participant that are not less stringent than
those imposed on the contract being exchanged; and (iv) the employer sponsoring
the 403(b) plan and the issuer of the contract issued in the exchange agree to
provide each other with specified information from time to time in the future
("an information sharing agreement"). The shared information is designed to
preserve the requirements of Section 403(b), primarily to comply with loan
requirements, hardship withdrawal rules, and distribution restrictions.

We currently do not offer a 403(b) contract for a beneficiary of a deceased
participant as described above.

TSA contracts issued by AXA Equitable pursuant to a Rev. Rul. 90-24 direct
transfer where applications and all transfer paperwork were received by our
processing office in good order prior to September 25, 2007 are generally
"grandfathered" as to 403(b) status. However, future transactions such as loans
and distributions under such "grandfathered" contracts may result in adverse
tax consequences to the owner unless the contracts are or become part of the
employer's 403(b) plan, or the employer enters into an information sharing
agreement with us.

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SPECIAL RULE FOR ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS AFTER AGE
70 1/2. The amount of any rollover or direct transfer contributions made to a
403(b) annuity contract must be net of the required minimum distribution for
the tax year in which the contract is issued if the owner is at least age
70 1/2 in the calendar year the contribution is made, and has retired from
service with the employer who sponsored the plan or provided the funds to
purchase the 403(b) annuity contract which is the source of the contribution.

DISTRIBUTIONS FROM QUALIFIED PLANS AND 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
pending receipt of information required to process the transaction under an
information sharing agreement between AXA Equitable and the employer sponsoring
the plan. Similar rules apply to loan and withdrawal requests for qualified
plans.

WITHDRAWAL RESTRICTIONS -- SALARY REDUCTION CONTRIBUTIONS

You generally are not able to withdraw or take payment from your TSA contract
or 401(k) qualified plan unless you reach age 59 1/2, die, become disabled
(special federal income tax definition), sever employment with the employer
which provided the funds for the TSA contract or qualified plan, or suffer
financial hardship (special federal income tax definition.) Hardship
withdrawals are limited to the amount of your salary reduction contributions
without earnings and must be approved by the employer or the plan. Under the
2007 regulations, an employee is not treated as severing employment if the
first employer and the subsequent employer are treated as the same employer
(for example, an employee transfers from one public school to another public
school of the same state employer).

These restrictions do not apply to your account balance attributable to salary
reduction contributions to the TSA contract and earnings on December 31, 1988
or to your account balance attributable to employer contributions. To take
advantage of this grandfathering you must properly notify us in writing at our
processing office of your December 31, 1988 account balance if you had
qualifying amounts directly transferred to your EQUI-VEST(R) TSA contract from
another TSA in a contract exchange under the same plan or a direct transfer
from another 403(b) plan. If any portion of the funds directly transferred to
your TSA contract is attributable to amounts that you invested in a 403(b)(7)
custodial account, such amounts, including earnings, are subject to withdrawal
restrictions.

Withdrawals from designated Roth accounts in a qualified plan or TSA contract
are subject to these withdrawal restrictions.

WITHDRAWAL RESTRICTIONS ON OTHER TYPES OF CONTRIBUTIONS. The plan may also
impose withdrawal restrictions on employer contributions and related earnings.
Amounts attributable to employer contributions are subject to withdrawal
restrictions under the 2007 Regulations. These rules apply only to 403(b) plan
contracts issued January 1, 2009 and later. These restrictions vary by
individual plan and must be reported to us by the plan, the employer or the
employer's designee, as applicable.

EXCEPTIONS TO WITHDRAWAL RESTRICTIONS. If the recipient plan separately
accounts for funds rolled over from another eligible retirement plan, the IRS
has ruled that an exception is available in certain situations to withdrawal
restrictions that would otherwise apply to the rollover contribution funds in
the recipient plan.


A recent tax law change permits a plan to allow an internal direct transfer
from a pre-tax or non-Roth after-tax account to a designated Roth account under
the plan, even though the transferred amounts are not eligible for withdrawal
by the individual electing the transaction. The transfer would be taxable, and
withdrawals would not be permitted from the designated Roth account under the
plan. Additional separate accounting will be required to implement this
provision. See " 'In-plan' Roth conversions" below.

Distributions may also be made on termination of the plan.


TAX TREATMENT OF DISTRIBUTIONS FROM QUALIFIED PLANS AND TSAS. Amounts held
under qualified plans and TSAs are generally not subject to federal income tax
until benefits are distributed.

Distributions include withdrawals and annuity payments. Death benefits paid to
a beneficiary are also taxable distributions unless an exception applies. (For
example, there is a limited exclusion from gross income for distributions used
to pay qualified health insurance premiums of an eligible retired public safety
officer from eligible governmental employer qualified plans, 403(b) plans and
457(b) plans.) Amounts distributed from qualified plans and TSAs are includable
in gross income as ordinary income, not capital gain. (Under limited
circumstances specified in federal income tax rules, qualified plan
participants, not TSA participants, are eligible for capital gains or income
averaging treatment on distributions.) Distributions from qualified plans and
TSAs may be subject to 20% federal income tax withholding. See "Federal and
state income tax withholding and information reporting" below. In addition,
qualified plan and TSA distributions may be subject to additional tax penalties.

If you have made after-tax contributions, both non-Roth and designated Roth,
you will have a tax basis in your qualified plan or TSA contract, which will be
recovered tax-free. Unless we have been provided acceptable documentation for
the amounts of any after-tax contributions to your TSA or qualified plan
contract, we assume that all amounts distributed from your TSA or qualified
plan contract are pre-tax, and we withhold tax and report accordingly.

DESIGNATED ROTH CONTRIBUTION ACCOUNT. Section 402A of the Code provides that a
qualified distribution from a designated Roth contribution account is not
includible in income. A qualified distribution can only be made on specified
events such as attaining age 59 1/2 or death. Also, there can be no qualified
distribution until after the expiration of a 5-year aging period beginning with
the date an individual first makes a designated Roth contribution to a
designated Roth account under the applicable retirement plan. If both the aging
and event tests are not met, earnings attributable to a designated Roth account
may be includible in income.

DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount
received in excess of the investment in the contract is taxable. We will report
the total amount of the distribution. The amount of any partial distribution
from a qualified plan or TSA prior to the annuity starting date is generally
taxable, except to the extent that the distribution is treated as a withdrawal
of after-tax

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                                TAX INFORMATION







contributions. Distributions are normally treated as pro rata withdrawals of
after-tax contributions and earnings on those contributions. This treatment is
the same for non-qualified distributions from a designated Roth account under a
401(k) or 403(b) plan. For the special tax treatment applied to direct
conversion rollovers, including "in-plan" Roth conversions, see "Tax-deferred
rollovers and direct transfers" and "In-plan Roth conversions" below.

IRS GUIDANCE ON ALLOCATION BETWEEN PRE-TAX AND AFTER-TAX AMOUNTS ON
DISTRIBUTIONS; THE EFFECT OF DIRECT ROLLOVERS.

The following applies where there are after-tax amounts and pre-tax amounts
under the plan, and a distribution is made from the plan before annuity
payments start. The IRS has issued ordering rules and related guidance on
allocation between pre-tax and after-tax amounts.

..   All disbursements from the plan that are "scheduled to be made at the same
    time" are treated as a single distribution even if the recipient has
    directed that the disbursement be divided among multiple
    destinations. Multiple destinations include payment to the recipient and
    direct rollovers to one or more eligible retirement plans. (Separate
    information reports on Form 1099-R are generally required if a disbursement
    is divided among multiple destinations, however.)

..   If the pre-tax amount for the aggregated distribution is directly rolled
    over to one or more eligible retirement plans, the entire pre-tax amount is
    assigned to the amount of the distribution that is directly rolled over
    (and is not currently taxable).

..   If the recipient wants to divide the direct rollover among two or more
    eligible retirement plans, before the distribution is made, the recipient
    can choose how the pre-tax amount is to be allocated among the plans. We
    expect to have forms for this choice.

..   If the pre-tax amount for the aggregated distribution is more than the
    amount directly rolled over, the pre-tax amount is assigned to the portion
    of the distribution that is directly rolled over, up to the amount of the
    direct rollover (so that each direct rollover consists entirely of pre-tax
    amounts).

..   The guidance indicates that any remaining pre-tax amount is next assigned
    to any 60-day rollovers up to the amount of the 60-day rollovers. (Please
    note that the recipient is responsible for the tax treatment of 60-day
    rollovers and that our information report on Form 1099-R will reflect
    distribution to the recipient and any required 20% withholding.)

..   The guidance indicates that any remaining pre-tax amount after assignment
    of the pre-tax amount to direct rollovers and 60-day rollovers is
    includible in gross income.

..   Finally, if the amount rolled over to an eligible retirement plan exceeds
    the portion of the pre-tax amount assigned or allocated to the plan, the
    excess is an after-tax amount.

For example, if a plan participant takes a distribution of $100,000 from a
plan, $80,000 of which is pre-tax and $20,000 of which is attributable to
non-Roth after-tax contributions, the participant could choose to allocate the
distribution so that the entire pre-tax amount of $80,000 could be directly
rolled over to a traditional IRA and the $20,000 non-Roth after-tax
contributions could be rolled over to a Roth IRA.


ANNUITY PAYMENTS. If you elect an annuity payout option, the non-taxable
portion of each payment is calculated by dividing your investment in the
contract by an expected return determined under an IRS table prescribed for
qualified annuities. The balance of each payment is fully taxable. The full
amount of the payments received after your investment in the 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 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
qualified plan or TSA generally receive the same tax treatment as distributions
during your lifetime. In some instances, distributions from a qualified plan or
TSA 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
roll over a 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.

LOANS. The following discussion applies to loans under qualified plans, TSA
contracts, and governmental employer 457(b) EDC plans. See "Public and
tax-exempt organization employee deferred compensation plans (EDC Plans)" later
in this prospectus.

If the plan permits, loans are available from a qualified plan 403(b) TSA, or
governmental employer 457(b) EDC contract. 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. Please see Appendix III later in this prospectus for any
state rules that may affect loans.

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. Loan processing may be delayed pending receipt of information
required to process the loan under an information sharing agreement. Processing
of a loan request will not be completed pending receipt of information required
to process the transaction under 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. Finally, unpaid loans may become
taxable when the individual severs from employment with the employer which
provided the funds for the contract. In addition, the 10% early distribution
penalty tax may apply.

We report the entire unpaid balance of the loan (including unpaid interest) as
includable in income in the year of the default. The amount of the unpaid loan
balance is reported to the IRS on Form 1099-R as a distribution.

..   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

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                                TAX INFORMATION






   (2) $50,000 reduced by the excess (if any) of the highest outstanding loan
   balance over the previous twelve months over the outstanding loan balance of
   plan loans on the date the loan was made. Governmental employer 457(b) EDC
   plans and 403(b) plans are included in "all qualified plans of the employer"
   for this purpose. Also, for the purposes of calculating any subsequent loans
   which may be made under any plan of the same employer, a defaulted loan is
   treated as still outstanding even after the default is reported to the IRS.
   The amount treated as outstanding (which limits any subsequent loan)
   includes interest on the unpaid balance.

..   In general, the term of the loan cannot exceed five years unless the loan
    is used to acquire the participant's primary residence. EQUI-VEST/SM/
    contracts have a term limit of 10 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.

TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS. If withdrawal restrictions
discussed earlier do not apply, you may roll over any "eligible rollover
distribution" from a qualified plan or TSA into another eligible retirement
plan which agrees to accept the rollover. The rollover may be a direct rollover
or a rollover you do yourself within 60 days after you receive the
distribution. To the extent rolled over, it remains tax-deferred.

You may roll over a distribution of pre-tax funds from a qualified plan to any
of the following: another qualified plan, a governmental employer 457(b) plan,
a traditional IRA or a 403(b) plan. 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 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.

Distributions from a qualified plan or 403(b) plan can be rolled over to a Roth
IRA. Conversion rollover transactions from pre-tax or non-Roth after-tax
accounts are taxable. Any taxable portion of the amount rolled over will be
taxed at the time of the rollover.

The recipient plan must agree to take the distribution. If you are rolling over
from a qualified plan or 403(b) plan to a governmental employer 457(b) EDC
plan, the recipient governmental employer 457(b) EDC plan must agree to
separately account for the rolled-over funds.

The taxable portion of most distributions will be eligible for rollover.
However, federal income tax rules exclude certain distributions from rollover
treatment including (1) periodic payments for life or for a period of 10 years
or more, (2) hardship withdrawals and (3) any required minimum distributions
under federal income tax rules.

"IN-PLAN" ROTH CONVERSIONS. If permitted by the plan, participants who are
eligible to withdraw amounts may make an "in-plan" direct conversion rollover
from a pre-tax account or a non-Roth after-tax account under the plan to a
designated Roth account under the plan. The designated Roth account must be
established through salary reduction or elective deferral contributions; it
cannot be established by rollover. An "in-plan" direct conversion rollover is
not subject to withholding but is a taxable transaction, so a participant
considering an "in-plan" direct conversion rollover should consider the payment
of estimated tax. No tax applies to the basis portion of a non-Roth after-tax
amount so converted.

As indicated above under "Exceptions to withdrawal restrictions," a recent tax
law change permits a plan to allow an internal direct transfer from a pre-tax
or non-Roth after-tax account to a designated Roth account under the plan, even
though the transferred amounts are not eligible for withdrawal by the
individual electing the transaction. The transfer would be taxable and
withdrawals would not be permitted from the designated Roth account under the
plan. Additional separate accounting will be required to implement this
provision.

NON-ROTH AFTER-TAX CONTRIBUTIONS. Any non-Roth after-tax contributions you have
made to a qualified plan or TSA only may be directly rolled over to another
qualified plan or TSA which agrees to do required separate accounting. This can
only be done in a direct rollover, not a rollover you do yourself. You may roll
over any non-Roth after-tax contributions you have made to a qualified plan or
TSA 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. Non-Roth after-tax contributions from a
qualified plan or TSA which are rolled into a traditional IRA cannot be rolled
back into a qualified plan or TSA. After-tax contributions may not be rolled
into a governmental employer EDC plan. As described above under "In-plan Roth
conversions", if the plan permits, you may also roll over non-Roth after-tax
contributions to a designated Roth account under the plan.

ROTH AFTER-TAX CONTRIBUTIONS. Amounts attributable to "designated Roth
contributions" under a 403(b) plan may be rolled over to any of the following:

..   another designated Roth contribution separate account under (i) another
    403(b) plan; (ii) a 401(k) plan; or (iii) a governmental employer EDC plan;
    or

..   a Roth IRA.

They cannot be rolled over to a non-Roth after-tax contribution account under
any of the above plans. Similar rules apply to rollovers of "designated Roth
contributions" under a 401(k) plan or a governmental employer EDC plan.


See "IRS guidance on allocation between pre-tax and after-tax amounts on
distributions; the effect of direct rollovers" above.

Before you decide to roll over a distribution to another employer plan, you
should check with the administrator of that plan about whether the plan accepts
rollovers and, if so, the types of distributions 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. You should discuss with your
tax adviser the rules which may apply to the rolled over funds. For example,
distributions from a governmental employer 457(b) EDC plan are generally not
subject to the additional 10% federal income tax penalty for pre-age 59 1/2
distributions, which applies to other types of retirement plans. If you roll
over funds from an eligible retirement plan which is not a governmental
employer 457(b) EDC plan (qualified plan, 403(b) or traditional IRA) into a
governmental employer 457(b) EDC plan, and you later take a


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                                TAX INFORMATION






distribution from the recipient government employer 457(b) EDC plan, those
amounts generally remain subject to the penalty.

You should check if the recipient plan separately accounts for funds rolled
over from another eligible retirement plan, as the IRS has ruled that an
exception is available in certain situations to withdrawal restrictions that
would otherwise apply to the rollover contribution funds in the recipient plan.

Direct transfers that are: (1) contract exchanges under the same 403(b) plan,
(2) direct 403(b) plan-to-403(b) plan transfers, or (3) used to purchase
permissive service credits under a retirement plan are not distributions.

If there is a mandatory distribution provision in your employer's plan for
certain small amounts and you do not designate an eligible retirement plan to
receive such a mandatory distribution, Treasury Regulations require a
traditional IRA to be established on your behalf.

DISTRIBUTION REQUIREMENTS

Qualified plans and TSAs are subject to required minimum distribution rules.
See "Required minimum distributions" later in this prospectus.

SPOUSAL CONSENT RULES

If ERISA rules apply to your qualified plan or TSA you will need to get spousal
consent for loans, withdrawals or other distributions if you are married when
you request one of these transactions under the 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 employer's plan and the contract.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a qualified plan or TSA 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).


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.


SIMPLIFIED EMPLOYEE PENSIONS (SEPS)


An employer can establish a SEP plan for its employees and can make
contributions to a contract for each eligible employee. A SEP-IRA contract is a
form of traditional IRA contract, owned by the employee-annuitant and most of
the rules which apply to traditional IRAs apply. See "Traditional Individual
Retirement Annuities (traditional IRAs)" later in this prospectus. A major
difference is the amount of permissible contributions. Rules similar to those
discussed above under "Qualified plans -- General; contributions" apply. In
2015 an employer can annually contribute an amount for an employee up to the
lesser of $53,000 or 25% of compensation. This amount may be further adjusted
for cost-of-living change in future years. In figuring out compensation you
exclude the employer's contribution to the SEP. Under our current practice,
regular traditional IRA contributions by the employee may not be made under a
SEP-IRA contract and are put into a separate traditional IRA contract.


Salary reduction SEP (SARSEP) plans may no longer be established for years
beginning after December 31, 1996. However, employers who had established
SARSEP plans prior to 1997 can continue to make contributions on behalf of
participating employees. Please consult your tax adviser.

SIMPLE IRAS (SAVINGS INCENTIVE MATCH PLAN)

An eligible employer may establish a "SIMPLE IRA" plan to make contributions to
special individual retirement accounts or individual retirement annuities for
its employees ("SIMPLE IRAs"). The IRS has issued various forms which may be
used by employers to set up a SIMPLE IRA plan. Currently, we are accepting only
those SIMPLE IRA plans using IRS Form 5304-SIMPLE. Use of Form 5304-SIMPLE
requires that the employer permit the employee to select a SIMPLE IRA provider.

The employer cannot maintain any other qualified plan, SEP plan or TSA
arrangement if it makes contributions under a SIMPLE IRA plan. (Eligible
tax-exempt entity employers may maintain EDC plans.)

Any type of employer -- corporation, partnership, self-employed person,
government or tax-exempt entity -- is eligible to establish a SIMPLE IRA plan
if it meets the requirements about number of employees and compensation of
those employees.

It is the responsibility of the employer to determine whether it is eligible to
establish a SIMPLE IRA plan and whether such plan is appropriate.

The employer must have no more than 100 employees who earned at least $5,000 in
compensation from the employer in the prior calendar year.

An employer establishing a SIMPLE IRA plan should consult its tax adviser
concerning the various technical rules applicable to establishing and
maintaining SIMPLE IRA plans. For example, the definition of employee's
"compensation" may vary depending on whether it is used in the context of
employer eligibility, employee participation and employee or employer
contributions.

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                                TAX INFORMATION







Participation must be open to all employees who received at least $5,000 in
compensation from the employer in any two preceding years (they do not have to
be consecutive years) and who are reasonably expected to receive at least
$5,000 in compensation during the year. (Certain collective bargaining unit and
alien employees may be excluded.)


The only kinds of contributions which may be made to a SIMPLE IRA are
(i) contributions under a salary reduction agreement entered into between the
employer and the participating employee and (ii) required employer
contributions (employer matching contributions or employer nonelective
contributions). (Direct transfer and rollover contributions from other SIMPLE
IRAs, but not traditional IRAs or Roth IRAs, may also be made.) Salary
reduction contributions can be any percentage of compensation (or a specific
dollar amount, if the employer's plan permits) but are limited to $12,500 in
2015. This limit may be further adjusted for cost-of-living changes in future
years.

If the plan permits, an individual at least age 50 at any time during 2015 can
make up to $3,000 additional salary reduction contributions for 2015.


Generally, the employer is required to make matching contributions on behalf of
each eligible employee in an amount equal to the salary reduction
contributions, up to 3% of the employee's compensation. In certain
circumstances, an employer may elect to make required employer contributions on
an alternate basis. Employer matching contributions to a SIMPLE IRA for
self-employed individuals are treated the same as matching contributions for
employees. (They are not subject to the elective deferral limits.)

TAX TREATMENT OF SIMPLE IRAS

Unless specifically otherwise mentioned, for example, regarding differences in
permissible contributions and potential penalty tax on distributions, the rules
which apply to traditional IRAs also apply to SIMPLE IRAs. See "Traditional
Individual Retirement Annuities (traditional IRAs)" later in this prospectus.

Amounts contributed to SIMPLE IRAs are not currently taxable to employees. Only
the employer can deduct SIMPLE IRA contributions, not the employee. An employee
eligible to participate in a SIMPLE IRA is treated as an active participant in
an employer plan and thus may not be able to deduct (fully) regular
contributions to his/her own traditional IRA.

As with traditional IRAs in general, contributions and earnings accumulate tax
deferred until withdrawn and are then fully taxable. There are no withdrawal
restrictions applicable to SIMPLE IRAs. However, because of the level of
employer involvement, SIMPLE IRA plans are subject to ERISA. See the rules
under "ERISA Matters" below.

Amounts withdrawn from a SIMPLE IRA can always be rolled over to another SIMPLE
IRA. No rollovers from a SIMPLE IRA to a non-SIMPLE IRA are permitted for
individuals under age 59 1/2 who have not participated in the employer's SIMPLE
IRA plan for two full years. Also, for such individuals, any amounts withdrawn
from a SIMPLE IRA are not only fully taxable but are also subject to a 25% (not
10%) additional federal income tax penalty. (The exceptions for death,
disability, etc. apply.)

PUBLIC AND TAX-EXEMPT ORGANIZATION EMPLOYEE DEFERRED COMPENSATION PLANS (EDC
PLANS)

SPECIAL EMPLOYER AND OWNERSHIP RULES. Employers eligible to maintain EDC plans
under Section 457(b) of the Code are governmental entities such as states,
municipalities and state agencies (governmental employers) or tax-exempt
entities (tax-exempt employer). Participation in an EDC plan of a tax-exempt
employer is limited to a select group of management or highly compensated
employees because of ERISA rules that do not apply to governmental employer
plans.

The rules that apply to tax-exempt employer EDC plans and governmental employer
EDC plans may differ.

An employer can fund its EDC plan in whole or in part with annuity contracts
purchased for participating employees and their beneficiaries. These employees
do not have to include in income the employer's contributions to purchase the
EDC contracts or any earnings until they actually receive funds from a
governmental employer EDC plan. The participants in a tax-exempt employer EDC
plan may have to include in income the employer contributions and any earnings
when they are entitled to receive funds from the EDC plan. The EDC plan funds
are subject to the claims of the employer's general creditors in an EDC plan
maintained by a tax-exempt employer. In an EDC plan maintained by a
governmental employer, the plan's assets must be held in trust for the
exclusive benefit of employees. An annuity contract can be a trust equivalent
if the contract includes the trust rules. Regardless of contract ownership, the
EDC plan may permit the employee to choose among various investment options.


CONTRIBUTION LIMITS. For both governmental and tax-exempt employer EDC plans,
the maximum contribution for 2015 is the lesser of $18,000 or 100% of
includible compensation. This limit may be further adjusted for cost-of-living
changes in future years.

Special rules may permit "catch-up" contributions during the three years
preceding normal retirement age under the EDC plan. If the plan provides for
catch-up contributions for any of the 3 years of service preceding the plan
retirement age, the maximum contribution for an individual eligible to make
such catch-up contributions is twice the otherwise applicable dollar limit, or
$36,000 for 2015.

For governmental employer EDC plans only, if the plan permits, an individual at
least age 50 at any time during 2015 may be able to make up to $6,000
additional salary reduction contributions. An individual must coordinate this
"age 50" catch-up with the other "last 3 years of service" catch up.


For governmental employer EDC plans only, the plan may permit some or all of
elective deferral contributions to be made as "designated Roth contributions"
under Section 402A of the Code which are made on an after-tax basis. Unless
otherwise indicated, the tax treatment of designated Roth contributions is
described under "Tax-sheltered annuity contracts (TSAs)" previously in this
Section.

GOVERNMENTAL EMPLOYER EDC PLANS -- ROLLOVER CONTRIBUTIONS. Eligible rollover
distributions of pre-tax funds from 403(b) plans, 401(a) qualified plans, other
governmental employer EDC plans and traditional IRAs may be rolled over into
other such plans. The recipient plan must agree to take the distribution. If
the source of the eligible rollover distribution is not a governmental

                                      57

                                TAX INFORMATION






employer EDC plan and the recipient plan is a governmental employer EDC plan,
the recipient governmental employer EDC plan must agree to separately account
for the rolled-over funds.

A governmental employer EDC plan which permits designated Roth elective
deferral contributions to be made may also permit rollover contributions from
another "designated Roth account" under another governmental employer EDC plan
(or a 403(b) plan, or a 401(k) plan) to such a designated Roth account. Roth
IRA funds may not be rolled over to such a designated Roth account.


Before you decide to roll over a distribution to another employer plan, you
should check with the administrator of that plan about whether the plan accepts
rollovers and, if so, the types of distributions 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.


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 EDC 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 and subsequently take a premature distribution.

WITHDRAWAL LIMITS. In general, no amounts may be withdrawn from an EDC plan
prior to the calendar year in which the employee attains age 70 1/2, severs
from employment with the employer or is faced with an unforeseeable emergency.
Under Treasury Regulations, amounts may also be distributed on plan
termination. Small amounts (up to $5000) may be taken out by the plan
participant or forced out by the plan under certain circumstances, even though
the plan participant may still be working and amounts would not otherwise be
made available. Such a mandatory forced-out distribution is an eligible
rollover distribution (governmental employer 457(b) plans only). Treasury
Regulations require a direct roll-over to a traditional IRA established for a
plan participant who does not affirmatively designate an eligible retirement
plan to receive such a mandatory distribution. For funds rolled over from
another eligible retirement plan, because the funds are separately accounted
for, the IRS has ruled that an exception is available in certain situations to
withdrawal restrictions that would otherwise apply to the rollover contribution
funds in the recipient plan.

See the discussion under "Distributions from Qualified Plans and TSAs"
previously in this Section about the availability of certain internal direct
transfers of amounts subject to withdrawal restrictions into a designated Roth
account under a 401(k) or 403(b) plan. Similar rules generally will apply to
these transactions under a governmental employer EDC plan.

DISTRIBUTION REQUIREMENTS. Both types of EDC plans are subject to minimum
distribution rules similar to those that apply to qualified plans. See
"Required minimum distributions" later in this prospectus. That is,
distributions from EDC plans generally must start no later than April 1st of
the calendar year following the calendar year in which the employee attains age
70 1/2 or retires from service with the employer maintaining the EDC plan,
whichever is later. Failure to make required distributions may cause the
disqualification of the EDC plan. Disqualification may result in current
taxation of EDC plan benefits. In addition, a 50% penalty tax is imposed on the
difference between the required distribution amount and the amount actually
distributed, if any. It is the plan administrator's responsibility to see that
minimum distributions from an EDC plan are made.

If the EDC plan provides, a deceased employee's beneficiary may be able to
elect to receive death benefits in installments instead of a lump sum, and the
payments will be taxed as they are received.

TAX TREATMENT OF DISTRIBUTIONS -- TAX-EXEMPT EMPLOYER EDC PLANS. Amounts are
taxable under a tax-exempt employer EDC plan when they are made available to a
participant or beneficiary even if not actually received. Distributions to a
tax-exempt employer EDC plan participant are characterized as "wages" for
income tax reporting and withholding purposes. No election out of withholding
is possible. See "Federal and state income tax withholding and information
reporting" later in this prospectus. Withholding on wages is the employer's
responsibility. Distributions from an EDC plan are not subject to FICA tax, if
FICA tax was withheld by the employer when wages were deferred.

Distributions from a tax-exempt employer EDC plan may not be rolled over to any
other eligible retirement plan.

TAX TREATMENT OF DISTRIBUTIONS -- GOVERNMENTAL EMPLOYER EDC PLANS. The taxation
of distributions from a governmental employer EDC plan is generally the same as
the tax treatment of distributions from qualified plans and TSAs discussed
earlier in this prospectus. That is, amounts are generally not subject to tax
until actually distributed and amounts may be subject to 20% federal income tax
withholding. See "Federal and State income tax withholding and information
reporting" later in this prospectus. However, distributions from a governmental
employer EDC plan are generally not subject to the additional 10% federal
income tax penalty for pre-age 59 1/2 distributions.

If the governmental employer EDC plan permits designated Roth contributions,
Section 402A of the Code provides that a qualified distribution from a
designated Roth contribution account is not includible in income. A qualified
distribution can only be made on specified events such as attaining age 59 1/2
or death. Also, because there can be no qualified distribution until after the
expiration of a 5-year aging period beginning with the date an individual first
makes a designated Roth contribution to a designated Roth account under the
applicable retirement plan, the earliest a qualified distribution from a
designated Roth account under a governmental employer EDC plan could be made is
2016. Therefore, earnings attributable to a designated Roth account may be
includible in income.

TAX-DEFERRED ROLLOVERS -- GOVERNMENTAL EMPLOYER EDC PLANS. A participant in a
governmental employer EDC plan or in certain cases, a beneficiary, may be able
to roll over an eligible rollover distribution from the plan to a traditional
IRA, qualified plan or 403(b) plan, as well as to another governmental employer
EDC plan. The recipient plan must agree to take the distribution.

If you roll over funds from a governmental employer EDC plan into a different
type of eligible retirement plan (qualified plan, 403(b), or traditional IRA),
any subsequent distributions may be subject to the 10% federal income tax
penalty noted above. Before you decide to roll over your payment to another
employer plan, you should check with the administrator of that plan about
whether the plan accepts rollovers and, if so, the types of distributions it
accepts. You should

                                      58

                                TAX INFORMATION






also check with the administrator of the receiving plan about any documents
required to be completed before it will accept a rollover.

Distributions from governmental employer 457(b) plans 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.

If the governmental employer EDC plan permits designated Roth contributions,
amounts attributable to designated Roth contributions may be rolled over to any
of the following:

..   another designated Roth contribution separate account under (i) another
    governmental employer EDC plan; (ii) a 403(b) plan; or (iii) a 401(k) plan;
    or

..   a Roth IRA.

They cannot be rolled over to a non-Roth after-tax contribution account under
any of the above plans. Similar rules apply to rollovers of "designated Roth
contributions" under a 403(b) plan or a 401(k) plan.

If the governmental employer EDC plan permits designated Roth contributions and
also if permitted by the plan, participants who are eligible to withdraw
amounts may make an "in-plan" direct conversion rollover from a non-Roth
account under the plan to a designated Roth account under the plan. The
designated Roth account must be established through salary reduction or
elective deferral contributions; it cannot be established by rollover. An
"in-plan" direct conversion rollover is not subject to withholding but
typically produces taxable income. See the discussion under "Distributions from
Qualified Plans and TSAs" previously in this Section about the availability of
certain internal direct transfers of amounts subject to withdrawal restrictions
into a designated Roth account under a 401(k) or 403(b) plan. Similar rules
generally will apply to these transactions under a governmental employer EDC
plan.

LOANS FROM GOVERNMENTAL EMPLOYER EDC PLANS. Same as for qualified plans and
TSAs. (See "Loans" under "Distributions from qualified plans and TSAs" earlier
in this prospectus.)

TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS)

This part of the prospectus contains the information that the IRS requires you
to have before you purchase an IRA and covers some of the special tax rules
that apply to 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 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, including SEP IRAs
    and SIMPLE IRAs issued and funded in connection with employer-sponsored
    retirement plans; and

..   Roth IRAs, funded on an after-tax basis. Roth IRAs are not available under
    this prospectus and are not discussed here.

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, including IRAs funded
by or through your employer, 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 Publications
590-A ("Contributions to Individual Retirement Arrangements (IRAs)") and 590-B
("Distributions from Individual Retirement Arrangements (IRAs)") These
publications are 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.

We have received an opinion letter from the IRS approving the form of the
EQUI-VEST(R) SIMPLE IRA contract for use as a SIMPLE IRA. We have not applied
for a formal opinion letter for certain EQUI-VEST(R) SEP and SARSEP contracts
which had been previously approved by the IRS as to form for use as a
traditional IRA. 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 IRS approval does not address every feature possibly
available under the EQUI-VEST(R) SEP, SARSEP and SIMPLE IRA contracts.

CANCELLATION

You can cancel an EQUI-VEST(R) IRA contract by following the directions under
"Your right to cancel within a certain number of days" earlier in this
prospectus. If you cancel a 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.

CONTRIBUTIONS

As SEP-IRA, SARSEP IRA and SIMPLE IRA contracts are employer-funded traditional
IRAs, the employee does not make regular contributions to the contract other
than through the employer. However, an employee can make rollover or transfer
contributions to SEP-IRA, SARSEP IRA and in limited circumstances, to SIMPLE
IRA contracts. We reserve the right to approve the circumstances under which we
will take rollover contributions to EQUI-VEST(R) SEP-IRA, SARSEP IRA and SIMPLE
IRA contracts.

RECHARACTERIZATION

Employer-funded amounts that have been contributed as traditional IRA funds
may, in some circumstances, subsequently be treated as Roth IRA funds. Special
federal income tax rules allow you to change your mind again and have
employer-funded 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.

                                      59

                                TAX 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

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 under certain circumstances.

There are two ways to do rollovers:

..   Do it yourself:

   You actually receive a distribution that can be rolled over with special
   rules and restrictions 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 eligible rollover distribution directly to your traditional IRA issuer.
   Direct rollovers are not subject to mandatory federal income tax withholding.

All distributions from a 403(b) plan, qualified plan or governmental employer
457(b) plan are eligible rollover distributions, unless the distribution is:

..   a "required minimum distribution" after age 70 1/2 or retirement; or

..   one of a series of 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

..   one of a series of substantially equal periodic payments made for a
    specified period of 10 years or more; or

..   a hardship withdrawal; or

..   a corrective distribution which fits specified technical tax rules; or

..   a loan that is treated as a distribution; or

..   a death benefit payment to a beneficiary who is not your surviving spouse;
    or

..   a qualified domestic relations order distribution to a beneficiary who is
    not your current 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. 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 EDC 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. We call this the "one-per-year limit." It is the IRA
owner's responsibility to determine if this rule is met. 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 spousal 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

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 examples
of excess contributions to IRAs:

..   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.
See IRS Publications 590-A and 590-B for further details.


                                      60

                                TAX INFORMATION






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. The conversion of
amounts from a SEP-IRA, SARSEP IRA or SIMPLE IRA (after two plan participant
years) to a Roth IRA is taxable. Generally, the total amount of any
distribution from a traditional IRA must be included in your gross income as
ordinary income.

In addition, a distribution from a traditional IRA is not taxable if:


..   the amount received is a withdrawal of certain excess contributions, as
    described in IRS Publications 590-A and 590-B; or


..   the entire amount received is rolled over to another traditional IRA or
    other eligible retirement plan. (See "Rollovers from eligible retirement
    plans other than traditional IRAs" above.)

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 to certain
distributions from qualified plans under very limited circumstances.

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY


Specified distributions from IRAs directly transferred to charitable
organizations have been tax-free to IRA owners age 70 1/2 or older in past
years. This is a temporary provision and must be extended by Congress to be in
effect for a particular year. In past years Congress has sometimes extended
this provision retroactively. You can direct AXA Equitable to make a
distribution directly to a charitable organization you request whether or not
such distribution might be eligible for favorable tax treatment. If favorable
tax treatment is important to you, you should check with your own tax advisor
to see if this provision is in effect before you request a charitable direct
transfer from your IRA.


REQUIRED MINIMUM DISTRIBUTIONS

Traditional IRAs are subject to required minimum distribution rules described
in "Required minimum distributions" later in this prospectus.

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

IRA death benefits are taxed the same as IRA distributions.

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.

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

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

..   to pay for certain extraordinary medical expenses (special federal income
    tax definition); or

..   to pay medical insurance premiums for unemployed individuals (special
    federal income tax definition); or

..   to pay certain first-time home buyer expenses (special federal income tax
    definition); or

..   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.


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.


ILLUSTRATION OF GUARANTEED INTEREST RATES

In the following two tables, we provide information that the IRS requires us to
furnish to prospective IRA contract owners. In the tables we illustrate the
1.00% minimum guaranteed interest rate for contributions we assume are
allocated entirely to the guaranteed interest option. (The rate may be higher
in your state.) In Table I we assume a $1,000 contribution made annually on the
contract date and on each anniversary after that. We assume no withdrawals or
transfers were made under the contract. In Table II we assume a single initial
contribution of $1,000, and no additional contributions. We also assume no
withdrawals or transfers. The guaranteed interest rate, which can range from
1.00% to 4.00%, is in the contract.

                                      61

                                TAX INFORMATION







The values shown assume the withdrawal charge applies. These values reflect the
effect of the annual administrative charge deducted at the end of each contract
year in which the account value is less than $20,000.

To find the appropriate value for the end of the contract year at any
particular age, you subtract the age (nearest birthday) at issue of the
contract from the current age and find the corresponding year in the table.
Years that correspond to a current age over 70 should be ignored.

                                      62

                                TAX INFORMATION






You should consider the information shown in the tables in light of your
present age. Also, with respect to Table I, you should consider your ability to
contribute $1,000 annually. Any change in the amounts contributed annually in
Table I, or in the amount of the single contribution in Table II would, of
course, change the results shown.

Table I guaranteed minimum interest rate of 1.00% (the rate may be higher in
your state)

                                    TABLE I
                        ACCOUNT VALUES AND CASH VALUES
 (ASSUMING $1,000 CONTRIBUTIONS MADE ANNUALLY AT THE BEGINNING OF THE CONTRACT
                                     YEAR)



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

          1.00% MINIMUM GUARANTEE          1.00% MINIMUM GUARANTEE
          -----------------------          -----------------------

CONTRACT   ACCOUNT      CASH      CONTRACT  ACCOUNT      CASH
YEAR END    VALUE       VALUE     YEAR END   VALUE       VALUE
------------------------------------------------------------------
                                        
  1       $   989.80  $   936.35     26    $29,196.26  $28,836.26
------------------------------------------------------------------
  2       $ 1,979.70  $ 1,872.79     27    $30,498.22  $30,138.22
------------------------------------------------------------------
  3       $ 2,979.49  $ 2,818.60     28    $31,813.20  $31,453.20
------------------------------------------------------------------
  4       $ 3,989.29  $ 3,773.87     29    $33,141.33  $32,781.33
------------------------------------------------------------------
  5       $ 5,009.18  $ 4,738.69     30    $34,482.75  $34,122.75
------------------------------------------------------------------
  6       $ 6,039.27  $ 5,713.15     31    $35,837.57  $35,477.57
------------------------------------------------------------------
  7       $ 7,079.67  $ 6,719.67     32    $37,205.95  $36,845.95
------------------------------------------------------------------
  8       $ 8,130.46  $ 7,770.46     33    $38,588.01  $38,228.01
------------------------------------------------------------------
  9       $ 9,191.77  $ 8,831.77     34    $39,983.89  $39,623.89
------------------------------------------------------------------
  10      $10,263.69  $ 9,903.69     35    $41,393.73  $41,033.73
------------------------------------------------------------------
  11      $11,346.32  $10,986.32     36    $42,817.67  $42,457.67
------------------------------------------------------------------
  12      $12,439.79  $12,079.79     37    $44,255.84  $43,895.84
------------------------------------------------------------------
  13      $13,544.18  $13,184.18     38    $45,708.40  $45,348.40
------------------------------------------------------------------
  14      $14,659.63  $14,299.63     39    $47,175.49  $46,815.49
------------------------------------------------------------------
  15      $15,786.22  $15,426.22     40    $48,657.24  $48,297.24
------------------------------------------------------------------
  16      $16,924.08  $16,564.08     41    $50,153.81  $49,793.81
------------------------------------------------------------------
  17      $18,073.33  $17,713.33     42    $51,665.35  $51,305.35
------------------------------------------------------------------
  18      $19,234.06  $18,874.06     43    $53,192.00  $52,832.00
------------------------------------------------------------------
  19      $20,436.40  $20,076.40     44    $54,733.92  $54,373.92
------------------------------------------------------------------
  20      $21,650.76  $21,290.76     45    $56,291.26  $55,931.26
------------------------------------------------------------------
  21      $22,877.27  $22,517.27     46    $57,864.18  $57,504.18
------------------------------------------------------------------
  22      $24,116.04  $23,756.04     47    $59,452.82  $59,092.82
------------------------------------------------------------------
  23      $25,367.20  $25,007.20     48    $61,057.35  $60,697.35
------------------------------------------------------------------
  24      $26,630.88  $26,270.88     49    $62,677.92  $62,317.92
------------------------------------------------------------------
  25      $27,907.18  $27,547.18     50    $64,314.70  $63,954.70
------------------------------------------------------------------


                                      63

                                TAX INFORMATION






Table II guaranteed minimum interest rate of 1.00% (the rate may be higher in
your state)

                                   TABLE II
                        ACCOUNT VALUES AND CASH VALUES
    (ASSUMING A SINGLE CONTRIBUTION OF $1,000 AND NO FURTHER CONTRIBUTION)



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

          1.00% MINIMUM GUARANTEE          1.00% MINIMUM GUARANTEE
          -----------------------          -----------------------

CONTRACT  ACCOUNT      CASH       CONTRACT ACCOUNT      CASH
YEAR END   VALUE       VALUE      YEAR END  VALUE       VALUE
------------------------------------------------------------------
                                        
  1       $989.80     $936.35        26    $434.76     $434.76
------------------------------------------------------------------
  2       $979.70     $926.80        27    $409.11     $409.11
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  3       $959.50     $907.69        28    $383.20     $383.20
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  4       $939.10     $888.38        29    $357.03     $357.03
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  5       $918.49     $868.89        30    $330.60     $330.60
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  6       $897.67     $849.20        31    $303.91     $303.91
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  7       $876.65     $876.65        32    $276.95     $276.95
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  8       $855.42     $855.42        33    $249.72     $249.72
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  9       $833.97     $833.97        34    $222.21     $222.21
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  10      $812.31     $812.31        35    $194.44     $194.44
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  11      $790.43     $790.43        36    $166.38     $166.38
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  12      $768.34     $768.34        37    $138.04     $138.04
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  13      $746.02     $746.02        38    $109.42     $109.42
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  14      $723.48     $723.48        39    $ 80.52     $ 80.52
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  15      $700.71     $700.71        40    $ 51.32     $ 51.32
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  16      $677.72     $677.72        41    $ 21.84     $ 21.84
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  17      $654.50     $654.50        42    $  0.00     $  0.00
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  18      $631.04     $631.04        43    $  0.00     $  0.00
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  19      $607.35     $607.35        44    $  0.00     $  0.00
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  20      $583.43     $583.43        45    $  0.00     $  0.00
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  21      $559.26     $559.26        46    $  0.00     $  0.00
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  22      $534.85     $534.85        47    $  0.00     $  0.00
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  23      $510.20     $510.20        48    $  0.00     $  0.00
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  24      $485.31     $485.31        49    $  0.00     $  0.00
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  25      $460.16     $460.16        50    $  0.00     $  0.00
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                                      64

                                TAX INFORMATION






REQUIRED MINIMUM DISTRIBUTIONS

BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS

If you are a participant in a qualified retirement plan, a 457(b) plan (both
employer types), or own a 403(b) TSA annuity contract or traditional IRA,
including SEP, SARSEP or SIMPLE IRA, the required minimum distribution rules
force you to start calculating and taking annual distributions from these
tax-favored retirement plans and contracts by a specified date. The beginning
date depends on the type of plan or contract, and your age and retirement
status. The distribution requirements are designed to use up your interest in
the plan over your life expectancy. Whether the correct amount has been
distributed is calculated on a year-by-year basis; there are no provisions to
allow amounts taken in excess of the required amount to be carried back to
other years.

Distributions must be made according to rules in the Code and Treasury
Regulations and the terms of the plan. 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 and annuity contracts funding tax qualified
retirement plans, including 401(a) qualified plans, 403(b) plans, and 457(b)
plans. For this purpose, additional annuity contract benefits may include
enhanced death benefits. If you take annual withdrawals instead of receiving
annuity payments, this could increase the amount required to be distributed
from these contracts.

LIFETIME REQUIRED MINIMUM DISTRIBUTIONS -- WHEN YOU HAVE TO TAKE THE FIRST
REQUIRED MINIMUM DISTRIBUTION

You must start taking annual distributions from your traditional IRAs for the
year in which you turn age 70 1/2.

Generally, qualified plan, 403(b) plan and 457(b) plan participants must also
take the first required minimum distribution for the calendar year in which the
participant turns age 70 1/2. However, qualified plan, 403(b) plan and 457(b)
plan participants may be able to delay the start of required minimum
distributions for all or part of the account balance until after age 70 1/2, as
follows:

..   For qualified plan, 403(b) plan and 457(b) plan participants who have not
    retired from service with the employer who provided the funds for this
    qualified plan, 403(b) TSA, or EDC contract by the calendar year the
    participant turns age 70 1/2, the required beginning date for minimum
    distributions is extended to April 1st following the calendar year of
    retirement. Note that this rule does not apply to qualified plan
    participants who are 5% owners.

..   403(b) plan participants may also delay the start of required minimum
    distributions to age 75 of the portion of their account value attributable
    to their December 31, 1986 403(b) TSA account balance, even if retired at
    age 70 1/2.

The first required minimum distribution is for the calendar year in which you
turn age 70 1/2, or the year you retire, if you are eligible for the delayed
start rule. You have the choice to take this first required minimum
distribution during the calendar year you turn 70 1/2 or retire or to delay
taking it until the first three-month period in the next calendar year (January
1 -- April 1). 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 or retire if you are eligible for the delayed start rule.
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 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 qualified plan, 403(b) TSA account, 457(b) plan account, or
traditional IRA as of December 31st of the past calendar year by a number
corresponding to your age from an IRS table to give you the required minimum
distribution amount for that particular plan or arrangement 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 be able to later apply your 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
minimum distribution withdrawal option. If you do not elect one of these
options and you have any kind of traditional IRA (SEP, SARSEP or SIMPLE IRA),
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, if you are taking account-based withdrawals from all of your traditional
IRAs (or 403(b) TSA contracts as applicable), the IRS will let you calculate
the required minimum distribution for each traditional IRA or 403(b) TSA
contract that you maintain, using the method that


                                      65

                                TAX INFORMATION






you picked for that particular IRA or TSA. 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 (or TSA) required minimum
distribution amount, you may choose to take your annual required minimum
distribution from any one or more traditional IRAs (or TSAs) that you own.

WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR?

The required minimum distribution amount for each of your plans and
arrangements 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.

WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR?

Your plan or arrangement could be disqualified, and you could have to pay tax
on the entire value. Even if your plan or arrangement is not disqualified, you
could have to pay a 50% penalty tax on the shortfall (required amount 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 this is an IRA or TSA and you do not select a method with us, we will assume
you are taking your required minimum distribution from another traditional IRA
or TSA that you own. Note that in the case of a qualified plan or EDC the
distribution must be taken annually from the qualified plan or EDC contract.

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 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 or the participant'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 for a year
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, for traditional
IRA contracts only, 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. Rollovers to another eligible retirement plan, including a
traditional IRA, may be available to a surviving spouse death beneficiary.

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 the 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 above 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.

ERISA MATTERS

ERISA rules are designed to save and protect qualified retirement plan assets
to be paid to plan participants when they retire.

Qualified plans under Section 401 of the Internal Revenue Code are generally
subject to ERISA. Some TSAs may be subject to Title I of ERISA, generally
dependent on the level of employer involvement, for example, if the employer
makes matching contributions.

In addition, certain loan rules apply only to loans under ERISA plans:

..   For contracts which are subject to ERISA, the trustee or sponsoring
    employer is responsible for ensuring that any loan meets applicable DOL
    requirements. It is the responsibility of the plan administrator, the
    trustee of the qualified plan and/or the employer, and not AXA Equitable,
    to properly administer any loan made to plan participants.

..   With respect to specific loans made by the plan to a plan participant, the
    plan administrator determines the interest rate, the maximum term
    consistent with EQUI-VEST(R) processing and all other terms and conditions
    of the loan.

..   Only 50% of the participant's vested account balance may serve as security
    for a loan. To the extent that a participant borrows an amount which should
    be secured by more than 50% of the participant's vested account balance, it
    is the responsibility of the trustee or plan administrator to obtain the
    additional security.

..   Each new or renewed loan must bear a reasonable rate of interest
    commensurate with the interest rates charged by persons in

                                      66

                                TAX INFORMATION






   the business of lending money for loans that would be made under similar
   circumstances.

..   Loans must be available to all plan participants, former participants (or
    death beneficiaries of participants) who still have account balances under
    the plan, and alternate payees on a reasonably equivalent basis.

..   Plans subject to ERISA provide that the participant's spouse must consent
    in writing to the loan.

CERTAIN RULES APPLICABLE TO PLANS DESIGNED TO COMPLY WITH SECTION 404(C) OF
ERISA

Section 404(c) of ERISA, and the related DOL regulation, provide that if a plan
participant or beneficiary exercises control over the assets in his or her plan
account, plan fiduciaries will not be liable for any loss that is the direct
and necessary result of the plan participant's or beneficiary's exercise of
control. As a result, if the plan complies with Section 404(c) and the DOL
regulation thereunder, the plan participant can make and is responsible for the
results of his or her own investment decisions.

Section 404(c) plans must provide, among other things, that a broad range of
investment choices are available to plan participants and beneficiaries and
must provide such plan participants and beneficiaries with enough information
to make informed investment decisions. Compliance with the Section 404(c)
regulation is completely voluntary by the plan sponsor and the plan sponsor may
choose not to comply with Section 404(c).

The EQUI-VEST(R) Trusteed, HR-10 Annuitant-Owned, SIMPLE IRA and TSA contracts
provide the broad range of investment choices and information needed in order
to meet the requirements of the Section 404(c) regulation. If the plan is
intended to be a Section 404(c) plan, it is, however, the plan sponsor's
responsibility to see that the requirements of the DOL regulation are met. AXA
Equitable and its financial professionals shall not be responsible if a plan
fails to meet the requirements of Section 404(c).

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

We must withhold federal income tax from distributions from annuity contracts.
Distributions from employer-sponsored retirement plans are also subject to
income tax withholding. 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 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 that we might have to withhold and/or report on amounts we pay
under a free look or cancellation.

Special withholding rules apply to United States citizens residing outside of
the United States, foreign recipients, and certain U. S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status and number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)
WHICH ARE NOT ELIGIBLE ROLLOVER DISTRIBUTIONS

For a non-periodic distribution (total surrender or partial withdrawal) which
is not an eligible rollover distribution, we generally withhold at a flat 10%
rate.

You cannot elect out of withholding if the payment is an "eligible rollover
distribution."

MANDATORY WITHHOLDING FROM ELIGIBLE ROLLOVER DISTRIBUTIONS

Unless the distribution is directly rolled over to another eligible retirement
plan, eligible rollover distributions from qualified plans, governmental
employer 457(b) EDC plans, and TSAs are subject to mandatory 20% withholding.
See "Distributions from Qualified Plans and TSAs" and "Tax Treatment of
Distributions - Governmental employer EDC plans" earlier in this prospectus.
The plan administrator is responsible for withholding from qualified plan and
governmental employer EDC plan distributions.

All distributions from a TSA, governmental employer EDC plan or qualified plan
are eligible rollover distributions unless they are on the following list of
exceptions:

..   any distributions which 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 the life
    (or life expectancy) or the joint lives (or joint life expectancies) of the
    plan participant (and designated beneficiary); or

                                      67

                                TAX INFORMATION







..   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

..   a death benefit payment to a beneficiary who is not the plan participant's
    surviving spouse; or

..   a qualified domestic relations order distribution to a beneficiary who is
    not the plan participant's current spouse or former spouse.

A death benefit payment to the plan participant's surviving spouse, or a
qualified domestic relations order distribution to the plan participant's
current or former spouse, may be a distribution subject to mandatory 20%
withholding.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.

                                      68

                                TAX INFORMATION





8. More information

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

ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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 A 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
A that represent our investments in Separate Account A or that represent fees
and charges under the contracts that we have earned. The results of Separate
Account A'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 A. However, the obligations themselves
are obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A 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 A, 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 A 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 A or a
   variable investment option directly);

(5)to deregister Separate Account A under the Investment Company Act of 1940;

(6)to restrict or eliminate any voting rights as to Separate Account A; 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 the Separate Account, 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 Board of Trustees of each Trust serves for the benefit of each Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for each Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan 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.

The rates to maturity are determined weekly. The rates in the table are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained through TOPS or Online
Account Access or from your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2015            3.00%/(2)/      $99.05
-------------------------------------------------------
      2016            3.00%/(2)/      $96.16
-------------------------------------------------------
      2017            3.00%/(2)/      $93.36
-------------------------------------------------------
      2018            3.00%/(2)/      $90.64
-------------------------------------------------------
      2019            3.00%/(2)/      $88.00
-------------------------------------------------------
      2020            3.00%/(2)/      $85.43
-------------------------------------------------------
      2021            3.00%/(2)/      $82.94
-------------------------------------------------------



                                      69

                               MORE INFORMATION









-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
   2022/(1)/          3.00%/(2)/      $80.52
-------------------------------------------------------
   2023/(1)/          3.00%/(2)/      $78.18
-------------------------------------------------------
   2024/(1)/            3.05%         $75.55
-------------------------------------------------------



(1)Not available in Oregon
(2)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 (up or
down) 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.

   (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 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.
--------------------------------------------------------------------------------

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 II later in 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 in accordance with our procedures then in effect. We reserve the
right to add up to 0.50% 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 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 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

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

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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

AUTOMATIC INVESTMENT PROGRAM -- FOR CERTAIN SEP AND KEOGH PLAN CONTRACTS ONLY

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a bank checking or savings account, money
market checking or savings account, or credit union checking or savings account
and contributed as an additional contribution into your contracts on a monthly
basis. AIP is available for single life SEP and Keogh units provided that the
single life is the employer who provided the funds.

AIP additional contributions may be allocated to any of the variable investment
options and the guaranteed interest option but not the fixed maturity options.
Our minimum contribution amount requirement is $20. 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.

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.

WIRE TRANSFERS. Employers may also send contributions by wire transfer from a
bank.

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 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.

..   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.

CONTRIBUTIONS, TRANSFERS, WITHDRAWALS AND SURRENDERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   Contributions allocated to the guaranteed interest option will receive the
    guaranteed interest rate in effect on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 the guaranteed interest option will receive the guaranteed
    interest rate in effect on that business day.

..   Transfers to a fixed maturity option will receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For the fixed-dollar option, the first monthly transfer will occur on the
    last business day of the month in which we receive your election form at
    our processing office.

..   For the interest sweep, 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.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

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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 auditors selected for each Trust; or

..   any other matters described in each prospectus for the Trusts 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 intend
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 A VOTING RIGHTS

If actions relating to Separate Account A 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.

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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among
other things, the theft, misuse, corruption and destruction of data maintained
online or digitally, denial of service attacks on websites and other
operational disruption and unauthorized release of confidential customer
information. Cyber-attacks affecting us, any third party administrator, the
underlying funds, intermediaries and other affiliated or third-party service
providers may adversely affect us and your Contract Value. For instance,
cyber-attacks may interfere with our processing of contract transactions,
including the processing of orders from our website or with the underlying
funds, impact our ability to calculate AUVs, cause the release and possible
destruction of confidential customer or business information, impede order
processing, subject us and/or our service providers and intermediaries to
regulatory fines and financial losses and/or cause reputational damage. Cyber
security risks may also impact the issuers of securities in which the
underlying funds invest, which may cause the funds underlying your Contract to
lose value. There can be no assurance that we or the underlying funds or our
service providers will avoid losses affecting your Contract due to
cyber-attacks or information security breaches in the future.


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 A, nor would any of these
proceedings be likely to have a material adverse effect upon Separate Account
A, our ability to meet our obligations under the contracts, or the distribution
of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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
our processing office or calling (800) 628-6673.

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

Generally, the owner may not assign a contract for any purpose. However, a
trustee owner of a Trusteed contract can transfer ownership to the annuitant.
We will not be bound by this assignment for transfer of ownership unless it is
in writing and we have received it at our processing office. In some cases, an
assignment or change of ownership may have adverse tax consequences. See "Tax
information" earlier in this prospectus.

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You cannot assign a contract as security for a loan or other obligation. Loans
from account value, however, are permitted under TSA (but not University TSA),
governmental employer EDC (subject to state availability) and Corporate
Trusteed contracts only, unless restricted by the employer.

FUNDING CHANGES

The employer or trustee can change the funding vehicle for an EDC or Trusteed
contract. You can change the funding vehicle for a TSA, SEP or SIMPLE IRA
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 A. 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 16.0% 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 0.70% 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.

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

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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 Distributors' Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributors' Selling broker-dealers. Contribution-based compensation will
generally not exceed 12.0% 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 0.35% 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. 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.


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, 2014) received additional payments. These additional payments
ranged from $40.15 to $4,874,706.21. 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, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Essex National Securities, Inc.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Southeast Investor Services
First Tennessee Brokerage Inc.
Founders Financial Securities
FSC Securities Corporation
Geneos Wealth Management Inc.
GWN Securities, Inc.
H.D. Vest Investment Securities, Inc.
Harbour Investments
ICA/First Dakota, Inc.


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IFC Holdings, Inc.
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
James T. Borello & Company
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp.
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities, LLC
Merrill Lynch Life Agency, Inc.
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual Service Corporation
National Planning Corporation
Navy Federal Brokerage Services
New England Securities, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Prime Capital Services
Primerica Financial Services
Questar Capital Corporation
Raymond James & Associates
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Royal Alliance Associates, Inc.
Sage Point Financial, Inc.
Santander Securities Corporation
Securities America Inc.
Signator Financial Services
Signator Investors, Inc.
SII Investments
Sorrento Pacific Financial LLC
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
Tavenner Group
Tower Squares Securities
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
UVEST Financial Services Group
Valmark Securities, Inc.
Voya Financial Advisors
Walnut Street Services
Waterstone Financial Group
Wells Fargo Advisors Financial Network, LLC
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC
Wesom Financial Services, LLC
Woodbury Financial Services, Inc.




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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,
2014 (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.

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.com

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Appendix I: Condensed financial information

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

The following tables show the accumulation unit values and the number of
outstanding units for each variable investment option under each contract
series at the last business day of the periods shown. The unit values and
number of units outstanding are for contracts offered under Separate Account A
with the same daily asset charge. The information presented is shown for the
past ten years, or from the first year the particular contracts were offered,
if less than ten years ago.

SERIES 100 AND 200 CONTRACTS

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





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                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.54 $108.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       7      16
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.46 $118.50 $112.83 $124.66 $140.36 $141.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      15      68     133     164     165     160
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.03 $105.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2      15
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R)BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.22 $ 99.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      37
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.72 $108.41 $124.57 $161.84 $173.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      10      12      19      18
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.33 $109.53 $124.07 $160.27 $178.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      12      17      20      29
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $123.77 $109.23 $124.41 $168.64 $173.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       4       5      10      10
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.35 $149.30 $156.38 $ 93.81 $117.80 $131.43 $119.94 $135.10 $168.52 $174.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     364     741   1,158   1,647   1,916   2,022   2,024   1,966   1,942
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.26 $115.79 $119.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      13      40      59
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.01 $113.35 $118.31 $103.87 $112.55 $119.11 $119.75 $123.55 $127.18 $128.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        59      91     231     309     378     424     441     433     384     355
------------------------------------------------------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.63 $111.91 $114.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       7      14      25
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.32 $104.34 $105.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      11      14
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.78 $121.01 $125.94 $100.11 $113.02 $121.62 $119.14 $126.21 $137.27 $139.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       112     222     406     540     685     753     769     760     725     677
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $139.53 $188.68 $264.35 $111.23 $164.68 $181.09 $156.66 $180.80 $214.70 $215.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,420   1,693   1,843   1,758   1,934   1,848   1,671   1,522   1,404   1,303
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.65 $134.89 $153.33 $ 83.42 $111.38 $120.02 $ 98.36 $112.87 $130.87 $121.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       437     534     576     683     805     838     817     756     700     974
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.50 $ 92.35 $106.23 $126.93 $117.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      18      20      23      24
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.21 $155.26 $168.78 $ 94.92 $121.98 $127.65 $105.58 $122.36 $144.05 $131.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,260   1,505   1,600   1,585   1,655   1,622   1,495   1,381   1,277   1,194
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.55 $103.13 $105.70 $ 65.27 $ 81.47 $ 91.78 $ 86.71 $ 98.37 $127.68 $140.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       132     116     107     111     124     129     116     100      93     169
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.04 $151.04 $172.29 $104.99 $139.68 $157.73 $149.93 $168.24 $224.72 $246.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,130   1,844   1,655   1,531   1,451   1,338   1,300   1,181   1,083   2,305
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.93 $142.44 $134.27 $ 75.50 $ 89.84 $100.08 $ 94.00 $107.44 $140.42 $155.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,451   2,714   9,158   8,082   7,621   6,915   6,275   5,681   5,207   5,055
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.32 $175.70 $170.56 $101.70 $136.30 $164.68 $147.16 $172.23 $226.13 $247.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,279   2,273   2,189   2,009   2,681   2,473   2,260   2,072   1,919   1,780
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 57.47 $ 63.00 $ 66.55 $ 49.96 $ 58.09 $ 63.45 $ 61.54 $ 66.55 $ 74.81 $ 76.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    19,656  18,359  17,845  17,357  17,262  16,700  15,660  14,597  13,487  12,511
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.87 $119.78 $124.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       8      39      60
------------------------------------------------------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.20 $141.45 $148.46 $ 99.92 $120.23 $132.32 $124.08 $136.52 $161.35 $165.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       491   1,337   2,455   3,252   3,922   4,210   4,268   4,165   4,007   3,883
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.29 $105.01 $ 70.65 $ 90.98 $ 99.91 $ 98.65 $108.25 $122.37 $128.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      90     570     600     614     565     527     489     467     505
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.22 $ 97.55 $ 64.09 $ 81.08 $ 99.41 $ 88.68 $102.21 $137.84 $138.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      50      93     113     120     121     111     104      98
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.16 $ 59.25 $ 75.10 $ 81.79 $ 77.11 $ 87.28 $106.16 $110.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     176     330     389     418     419     404     408     421
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.84 $115.92 $138.16 $ 91.48 $117.09 $125.01 $126.89 $140.93 $176.97 $188.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        17      23      87     155     200     224     203     190     176     155
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.10 $107.40 $ 65.59 $ 80.97 $ 89.42 $ 84.29 $ 94.98 $121.14 $131.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      32     228     241     265     252     231     208     189     168
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.58 $108.35 $ 63.26 $ 81.16 $ 86.47 $ 78.23 $ 92.10 $115.35 $115.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      30     188     210     250     249     247     240     238     234
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.14 $178.48 $182.06 $137.74 $149.37 $157.53 $163.72 $170.12 $166.15 $167.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       768     737     723     624     580     564     522     492     448     406
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.52 $132.13 $135.15 $ 77.18 $102.45 $129.03 $107.34 $117.94 $171.95 $165.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        80     216     308     303     317     309     276     249     261     222
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $181.76 $208.22 $185.20 $113.53 $141.60 $173.94 $156.14 $179.88 $253.28 $237.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       739     794     725     675     668     622     559     511     480     441
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.20 $118.28 $122.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       4      13      22
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $172.65 $186.13 $214.81 $117.58 $157.78 $207.94 $204.35 $233.02 $317.66 $324.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,791   1,655   1,500   1,411   1,367   1,291   1,180   1,071     992     918
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $202.92 $242.07 $241.63 $151.23 $194.39 $215.34 $205.86 $230.79 $313.62 $339.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,330   1,272   1,248   1,236   1,328   1,394   1,422   1,386   1,345   1,311
------------------------------------------------------------------------------------------------------------------------



                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.04 $128.19 $131.14 $ 87.59 $ 96.39 $110.04 $108.14 $125.60 $163.27 $175.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       232     292     333     358     386     381     367     388     424     399
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.10 $ 90.43 $100.04 $ 54.07 $ 69.81 $ 77.50 $ 76.67 $ 88.31 $117.03 $131.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       143     167     196     213     240     247     248     243     242     243
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.08 $131.65 $132.02 $ 78.59 $101.93 $116.45 $119.49 $138.41 $179.93 $196.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,015     923   1,410   1,258   1,168   1,072     963     884     825     744
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $341.80 $374.77 $384.25 $213.98 $271.80 $311.66 $310.05 $354.66 $464.93 $515.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     9,393   8,175   6,992   6,150   5,705   5,168   4,630   4,157   3,759   3,428
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.06 $116.08 $118.07 $106.08 $107.47 $112.15 $115.97 $118.03 $114.59 $115.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       574     643     748     667     798     771     721     684     639     599
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.43 $ 90.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      21
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $272.79 $310.53 $322.33 $199.82 $248.75 $281.41 $282.55 $321.22 $416.78 $464.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     3,219   2,920   2,757   2,594   2,527   2,394   2,246   2,120   2,010   1,936
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.04 $116.29 $118.65 $100.88 $116.08 $125.54 $125.53 $130.35 $142.73 $143.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      39      65      71      75      93     100      95      97      93
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.54 $136.64 $147.33 $100.79 $140.66 $184.08 $175.27 $203.78 $279.70 $284.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       251     362     647     842   1,109   1,363   1,484   1,517   1,556   1,523
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.50 $ 99.48 $107.28 $112.70 $113.38 $118.92 $122.49 $125.34 $120.55 $119.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      46     131     314     314     355     382     383     340     310
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.29 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       4      11
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $157.33 $160.48 $169.61 $173.78 $167.97 $173.15 $180.33 $179.64 $174.33 $174.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       613     532     504     484     438     402     369     336     299     272
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $146.39 $178.84 $197.62 $ 96.32 $121.08 $126.00 $109.42 $125.52 $150.42 $138.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     4,333   4,232   4,096   3,827   3,659   3,352   3,078   2,822   2,609   2,454
------------------------------------------------------------------------------------------------------------------------



                                      I-4

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.29 $119.26 $114.71 $ 71.36 $ 90.40 $102.76 $ 99.37 $116.10 $154.68 $166.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        47     110     144     151     161     166     175     180     204     488
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.43 $160.85 $156.76 $ 93.14 $121.58 $134.73 $125.98 $144.24 $193.23 $218.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       382     362     351     314     309     306     282     258     243     232
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 70.34 $ 69.04 $ 77.63 $ 48.81 $ 65.60 $ 75.04 $ 75.78 $ 85.77 $112.12 $124.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,822   1,671   1,480   1,401   1,420   1,314   1,246   1,199   1,132   1,094
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.40 $112.16 $104.09 $ 44.46 $ 52.26 $ 59.10 $ 58.12 $ 66.86 $ 86.79 $ 96.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13     108     128     147     201     207     448     436     419     425
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.00 $142.55 $163.42 $ 96.29 $130.37 $147.85 $130.24 $153.80 $172.45 $161.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      67     160     188     248     314     328     343     348     335
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.94 $128.68 $137.14 $ 68.62 $ 92.25 $114.44 $110.20 $127.28 $166.49 $179.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,577   1,735   1,869   2,031   2,200   2,138   2,037   1,961   1,903   1,858
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 34.19 $ 35.33 $ 36.61 $ 36.99 $ 36.46 $ 36.15 $ 35.56 $ 35.06 $ 34.57 $ 34.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,383   2,018   2,683   2,421   1,591   1,290   1,122   1,041     920     835
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.74 $133.39 $161.09 $ 83.71 $129.73 $169.33 $154.20 $165.45 $226.15 $221.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      93     226     285     478     688     807     807     746     714
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.94 $115.70 $ 67.64 $ 92.50 $105.12 $ 94.78 $112.55 $140.28 $140.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      14      82     114     168     240     346     360     390     410
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.73 $ 96.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      33
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.35 $ 98.40 $108.22 $102.45 $109.17 $108.61 $106.95 $107.09 $105.75 $104.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        82     167     270     619     803     776     662     608     559     513
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $166.86 $171.37 $177.18 $163.75 $171.70 $180.35 $180.55 $182.86 $176.30 $178.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       726     670     670     587     692     642     567     508     455     413
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.12 $162.73 $157.60 $102.42 $127.45 $158.20 $149.85 $170.81 $231.64 $239.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       537     672     766     808     921     897     854     804     769     737
------------------------------------------------------------------------------------------------------------------------



                                      I-5

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
 EQ/T. ROWE PRICE GROWTH STOCK
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.11 $108.07 $114.32 $65.18 $ 91.73 $105.33 $101.90 $119.57 $162.71 $174.40
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        36      43     530    571     733     853     915   1,029   1,030   1,023
-----------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.48 $132.31 $132.06 $78.13 $102.09 $113.88 $109.19 $121.59 $162.58 $183.58
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        41      94     127    111     120     121     109     103     103     111
-----------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 84.15 $ 87.90 $ 96.54 $68.96 $ 95.45 $110.46 $102.58 $121.88 $167.23 $171.26
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       204     185     218    221     353     470     665     775     850     808
-----------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $117.57 $112.76 $129.21 $166.93 $183.89
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      75     327     498     586     628
-----------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 86.03 $100.31 $131.18 $146.62
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      20      57      89     125
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $109.21 $100.50 $126.76 $128.11 $144.53
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      15      60     130     169     214
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 94.99 $109.61 $115.46 $115.71
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      18      52      64      73
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 86.80 $ 98.69 $115.60 $114.15
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      39      88     117     157
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $114.65 $105.76 $115.42 $146.29 $150.34
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       9      36      47      48      48
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $124.31 $121.44 $136.18 $184.17 $185.49
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       2      18      18      21      20
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $128.55 $115.31 $115.33 $145.36 $128.27
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      13      78      99     120     159
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $106.22 $110.31 $129.12 $140.77 $141.52
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      26     156     349     427     469
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 89.68 $100.48 $128.81 $137.08
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      45     177     304     331
-----------------------------------------------------------------------------------------------------------------------



                                      I-6

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 79.10 $ 82.07 $116.08 $116.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      19      31      42      41
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.40 $ 91.70 $110.42 $107.59 $101.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      88     285     473     574     634
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.16 $107.72 $123.20 $155.15 $154.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      28     157     291     446     553
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $118.90 $117.74 $135.54 $173.91 $190.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2      10      18      22      23
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $114.87 $110.60 $129.66 $168.53 $184.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       6      11      23      28      26
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.04 $118.68 $133.79 $177.83 $193.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       9      48      81      96     110
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.79 $116.42 $130.03 $154.23 $171.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      11     106     184     228     304
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 77.39 $ 80.76 $ 89.29 $ 47.27 $ 64.44 $ 75.22 $ 69.95 $ 79.27 $107.95 $118.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    10,645   9,157   7,790   6,924   6,779   6,357   5,698   5,104   4,552   4,115
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.40 $115.08 $120.64 $121.96 $130.33 $136.56 $142.56 $148.34 $142.91 $146.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       375     370     371     378     415     480     487     527     481     427
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.11 $109.36 $120.73 $ 67.20 $ 93.99 $117.67 $106.94 $121.80 $168.45 $174.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       556     547     536     504     503     481     437     394     379     349
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.06 $139.29 $137.54 $ 86.89 $123.76 $152.52 $130.42 $147.73 $197.63 $205.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       390     391     368     346     347     344     316     278     256     226
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.16 $106.03 $123.67 $ 64.57 $100.93 $117.21 $110.07 $123.17 $164.77 $184.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       901     838     823     789     897     829     750     698     627     598
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.32 $114.60 $ 78.60 $ 93.30 $101.92 $ 97.73 $106.89 $120.29 $122.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11      60     109     141     154     156     141     141     128
------------------------------------------------------------------------------------------------------------------------



                                      I-7

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





-----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010   2011   2012    2013    2014
-----------------------------------------------------------------------------------------------------------------
                                                                            
 TARGET 2025 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $109.27 $115.74 $74.21 $90.20 $99.61 $94.44 $105.15 $123.55 $126.81
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        7      61    108    162    190    202     211     227     242
-----------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.16 $116.71 $71.34 $88.38 $98.29 $92.47 $104.11 $125.57 $129.45
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        4      29     72    122    152    171     195     209     224
-----------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.95 $118.00 $68.30 $86.09 $96.22 $89.68 $102.13 $126.18 $130.43
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        3      23     52     91    108    122     137     149     164
-----------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --     -- $82.94 $ 84.37 $ 91.81 $ 73.06
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --     --     44      90     109     129
-----------------------------------------------------------------------------------------------------------------



                                      I-8

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.54 $108.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       7      16
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.46 $118.50 $112.83 $124.66 $140.36 $141.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      15      68     133     164     165     160
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.03 $105.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2      15
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R)BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.22 $ 99.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      37
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.72 $108.41 $124.57 $161.84 $173.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      10      12      19      18
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.33 $109.53 $124.07 $160.27 $178.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      12      17      20      29
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $123.77 $109.23 $124.41 $168.64 $173.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       4       5      10      10
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.35 $149.30 $156.38 $ 93.81 $117.80 $131.43 $119.94 $135.10 $168.52 $174.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     364     741   1,158   1,647   1,916   2,022   2,024   1,966   1,942
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.26 $115.79 $119.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      13      40      59
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.01 $113.35 $118.31 $103.87 $112.55 $119.11 $119.75 $123.55 $127.18 $128.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        59      91     231     309     378     424     441     433     384     355
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.63 $111.91 $114.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       7      14      25
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.32 $104.34 $105.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      11      14
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.78 $121.01 $125.94 $100.11 $113.02 $121.62 $119.14 $126.21 $137.27 $139.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       112     222     406     540     685     753     769     760     725     677
------------------------------------------------------------------------------------------------------------------------



                                      I-9

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $139.53 $188.68 $264.35 $111.23 $164.68 $181.09 $156.66 $180.80 $214.70 $215.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,420   1,693   1,843   1,758   1,934   1,848   1,671   1,522   1,404   1,303
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.65 $134.89 $153.33 $ 83.42 $111.38 $120.02 $ 98.36 $112.87 $130.87 $121.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       437     534     576     683     805     838     817     756     700     974
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.50 $ 92.35 $106.23 $126.93 $117.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      18      20      23      24
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.21 $155.26 $168.78 $ 94.92 $121.98 $127.65 $105.58 $122.36 $144.05 $131.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,260   1,505   1,600   1,585   1,655   1,622   1,495   1,381   1,277   1,194
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.55 $103.13 $105.70 $ 65.27 $ 81.47 $ 91.78 $ 86.71 $ 98.37 $127.68 $140.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       132     116     107     111     124     129     116     100      93     169
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.04 $151.04 $172.29 $104.99 $139.68 $157.73 $149.93 $168.24 $224.72 $246.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,130   1,844   1,655   1,531   1,451   1,338   1,300   1,181   1,083   2,305
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.93 $142.44 $134.27 $ 75.50 $ 89.84 $100.08 $ 94.00 $107.44 $140.42 $155.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,451   2,714   9,158   8,082   7,621   6,915   6,275   5,681   5,207   5,055
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.32 $175.70 $170.56 $101.70 $136.30 $164.68 $147.16 $172.23 $226.13 $247.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,279   2,273   2,189   2,009   2,681   2,473   2,260   2,072   1,919   1,780
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $195.64 $213.45 $224.33 $167.56 $193.89 $210.76 $203.45 $218.36 $243.67 $247.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,902   1,696   1,605   1,472   1,369   1,284   1,177   1,074     983     921
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.87 $119.78 $124.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       8      39      60
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.20 $141.45 $148.46 $ 99.92 $120.23 $132.32 $124.08 $136.52 $161.35 $165.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       491   1,337   2,455   3,252   3,922   4,210   4,268   4,165   4,007   3,883
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.29 $105.01 $ 70.65 $ 90.98 $ 99.91 $ 98.65 $108.25 $122.37 $128.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      90     570     600     614     565     527     489     467     505
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.22 $ 97.55 $ 64.09 $ 81.08 $ 99.41 $ 88.68 $102.21 $137.84 $138.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      50      93     113     120     121     111     104      98
------------------------------------------------------------------------------------------------------------------------



                                     I-10

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.16 $ 59.25 $ 75.10 $ 81.79 $ 77.11 $ 87.28 $106.16 $110.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     176     330     389     418     419     405     408     421
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.84 $115.92 $138.16 $ 91.48 $117.09 $125.01 $126.89 $140.93 $176.97 $188.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        17      23      87     155     200     224     203     190     176     155
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.10 $107.40 $ 65.59 $ 80.97 $ 89.42 $ 84.29 $ 94.98 $121.14 $131.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      32     228     241     265     252     231     208     189     168
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.58 $108.35 $ 63.26 $ 81.16 $ 86.47 $ 78.23 $ 92.10 $115.35 $115.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      30     188     210     250     249     247     240     238     234
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.14 $178.48 $182.06 $137.74 $149.37 $157.53 $163.72 $170.12 $166.15 $167.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       768     737     723     624     580     564     522     492     448     406
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.52 $132.13 $135.15 $ 77.18 $102.45 $129.03 $107.34 $117.94 $171.95 $165.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        80     216     308     303     317     309     276     249     261     222
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $181.76 $208.22 $185.20 $113.53 $141.60 $173.94 $156.14 $179.88 $253.28 $237.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       739     794     725     675     668     622     559     511     480     441
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.20 $118.28 $122.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       4      13      22
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $172.65 $186.13 $214.81 $117.58 $157.78 $207.94 $204.35 $233.02 $317.66 $324.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,791   1,655   1,500   1,411   1,367   1,291   1,180   1,071     992     918
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $202.92 $242.07 $241.63 $151.23 $194.39 $215.34 $205.86 $230.79 $313.62 $339.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,330   1,272   1,248   1,236   1,328   1,394   1,422   1,386   1,345   1,311
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.04 $128.19 $131.14 $ 87.59 $ 96.39 $110.04 $108.14 $125.60 $163.27 $175.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       232     292     333     358     386     381     367     388     424     399
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.10 $ 90.43 $100.04 $ 54.07 $ 69.81 $ 77.50 $ 76.67 $ 88.31 $117.03 $131.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       143     167     196     213     240     247     248     243     242     243
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.08 $131.65 $132.02 $ 78.59 $101.93 $116.45 $119.49 $138.41 $179.93 $196.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,015     923   1,410   1,258   1,168   1,072     963     884     825     744
------------------------------------------------------------------------------------------------------------------------



                                     I-11

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $265.43 $290.56 $297.34 $165.26 $209.74 $240.35 $238.97 $272.50 $356.11 $393.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     3,126   2,645   2,259   1,933   1,725   1,526   1,344   1,190   1,071     979
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.06 $116.08 $118.07 $106.08 $107.47 $112.15 $115.97 $118.03 $114.59 $115.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       574     643     748     667     798     771     721     684     639     599
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.43 $ 90.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      21
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $272.79 $310.53 $322.33 $199.82 $248.75 $281.41 $282.55 $321.22 $416.78 $464.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     3,219   2,920   2,757   2,594   2,527   2,394   2,246   2,120   2,010   1,936
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.04 $116.29 $118.65 $100.88 $116.08 $125.54 $125.53 $130.35 $142.73 $143.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      39      65      71      75      93     100      95      97      93
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.54 $136.64 $147.33 $100.79 $140.66 $184.08 $175.27 $203.78 $279.70 $284.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       251     362     647     842   1,109   1,363   1,484   1,517   1,556   1,523
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.50 $ 99.48 $107.28 $112.70 $113.38 $118.92 $122.49 $125.34 $120.55 $119.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      46     131     314     314     355     382     383     340     310
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.29 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       4      11
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $157.33 $160.48 $169.61 $173.78 $167.97 $173.15 $180.33 $179.64 $174.33 $174.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       613     532     504     484     438     402     369     336     299     272
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $146.39 $178.84 $197.62 $ 96.32 $121.08 $126.00 $109.42 $125.52 $150.42 $138.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     4,333   4,232   4,096   3,827   3,659   3,352   3,078   2,822   2,609   2,454
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.29 $119.26 $114.71 $ 71.36 $ 90.40 $102.76 $ 99.37 $116.10 $154.68 $166.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        47     110     144     151     161     166     175     180     204     488
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.43 $160.85 $156.76 $ 93.14 $121.58 $134.73 $125.98 $144.24 $193.23 $218.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       382     362     351     314     309     306     282     258     243     232
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 70.34 $ 69.04 $ 77.63 $ 48.81 $ 65.60 $ 75.04 $ 75.78 $ 85.77 $112.12 $124.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,822   1,671   1,480   1,401   1,420   1,314   1,246   1,199   1,132   1,094
------------------------------------------------------------------------------------------------------------------------



                                     I-12

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.40 $112.16 $104.09 $ 44.46 $ 52.26 $ 59.10 $ 58.12 $ 66.86 $ 86.79 $ 96.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13     108     128     147     201     207     448     436     419     425
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.00 $142.55 $163.42 $ 96.29 $130.37 $147.85 $130.24 $153.80 $172.45 $161.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      67     160     188     248     314     328     343     348     335
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.94 $128.68 $137.14 $ 68.62 $ 92.25 $114.44 $110.20 $127.28 $166.49 $179.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,577   1,735   1,869   2,031   2,200   2,138   2,037   1,961   1,903   1,858
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.29 $139.78 $144.74 $146.16 $144.61 $142.80 $140.87 $138.97 $137.09 $135.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        63      56      54      55      35      26      22      18      18      20
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.74 $133.39 $161.09 $ 83.71 $129.73 $169.33 $154.20 $165.45 $226.15 $221.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      93     226     285     478     688     807     807     746     714
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.94 $115.70 $ 67.64 $ 92.50 $105.12 $ 94.78 $112.55 $140.28 $140.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      14      82     114     168     240     346     360     390     410
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.73 $ 96.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      33
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.35 $ 98.40 $108.22 $102.45 $109.17 $108.61 $106.95 $107.09 $105.75 $104.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        82     167     270     619     803     776     662     608     559     513
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $166.86 $171.37 $177.18 $163.75 $171.70 $180.35 $180.55 $182.86 $176.30 $178.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       726     670     670     587     692     642     567     508     455     413
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.12 $162.73 $157.60 $102.42 $127.45 $158.20 $149.85 $170.81 $231.64 $239.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       537     672     766     808     921     897     854     804     769     737
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.11 $108.07 $114.32 $ 65.18 $ 91.73 $105.33 $101.90 $119.57 $162.71 $174.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        36      43     530     571     733     853     915   1,029   1,030   1,023
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.48 $132.31 $132.06 $ 78.13 $102.09 $113.88 $109.19 $121.59 $162.58 $183.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        41      92     127     111     120     121     109     103     103     111
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 84.15 $ 87.90 $ 96.54 $ 68.96 $ 95.45 $110.46 $102.58 $121.88 $167.23 $171.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       204     185     218     221     353     470     665     775     850     808
------------------------------------------------------------------------------------------------------------------------



                                     I-13

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





---------------------------------------------------------------------------------------------------------
                                                        FOR THE YEARS ENDING DECEMBER 31,
                                         ----------------------------------------------------------------
                                         2005 2006 2007 2008 2009  2010    2011    2012    2013    2014
---------------------------------------------------------------------------------------------------------
                                                                    
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $117.57 $112.76 $129.21 $166.93 $183.89
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       75     327     498     586     628
---------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 86.03 $100.31 $131.18 $146.62
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      20      57      89     125
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $109.21 $100.50 $126.76 $128.11 $144.53
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       15      60     130     169     214
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 94.99 $109.61 $115.46 $115.71
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      18      52      64      73
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 86.80 $ 98.69 $115.60 $114.15
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      39      88     117     157
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $114.65 $105.76 $115.42 $146.29 $150.34
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --        9      36      47      48      48
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $124.31 $121.44 $136.18 $184.17 $185.49
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --        2      18      18      21      20
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $128.55 $115.31 $115.33 $145.36 $128.27
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       13      78      99     120     159
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.22 $110.31 $129.12 $140.77 $141.52
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       26     156     349     427     469
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 89.68 $100.48 $128.81 $137.08
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      45     177     304     331
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 79.10 $ 82.07 $116.08 $116.35
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      19      31      42      41
---------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $113.40 $ 91.70 $110.42 $107.59 $101.22
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       88     285     473     574     634
---------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $111.16 $107.72 $123.20 $155.15 $154.80
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       28     157     291     446     553
---------------------------------------------------------------------------------------------------------



                                     I-14

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $118.90 $117.74 $135.54 $173.91 $190.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2      10      18      22      23
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $114.87 $110.60 $129.66 $168.53 $184.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       6      11      23      28      26
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.04 $118.68 $133.79 $177.83 $193.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       9      48      81      96     110
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.79 $116.42 $130.03 $154.23 $171.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      11     106     184     228     304
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $136.36 $141.76 $156.14 $ 82.34 $111.78 $130.02 $120.51 $135.77 $183.75 $200.61
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,285   1,113     954     846     839     811     729     649     585     528
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.40 $115.08 $120.64 $121.96 $130.33 $136.56 $142.56 $148.34 $142.91 $146.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       375     370     371     378     415     480     487     527     481     427
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.11 $109.36 $120.73 $ 67.20 $ 93.99 $117.67 $106.94 $121.80 $168.45 $174.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       556     547     536     504     503     481     437     394     379     349
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.06 $139.29 $137.54 $ 86.89 $123.76 $152.52 $130.42 $147.73 $197.63 $205.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       390     391     368     346     347     344     316     278     256     226
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.16 $106.03 $123.67 $ 64.57 $100.93 $117.21 $110.07 $123.17 $164.77 $184.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       901     838     823     789     897     829     750     698     627     598
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.32 $114.60 $ 78.60 $ 93.30 $101.92 $ 97.73 $106.89 $120.29 $122.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11      60     109     141     154     156     141     141     128
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.27 $115.74 $ 74.21 $ 90.20 $ 99.61 $ 94.44 $105.15 $123.55 $126.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       7      61     108     162     190     202     211     227     242
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.16 $116.71 $ 71.34 $ 88.38 $ 98.29 $ 92.47 $104.11 $125.57 $129.45
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4      29      72     122     152     171     195     209     224
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.95 $118.00 $ 68.30 $ 86.09 $ 96.22 $ 89.68 $102.13 $126.18 $130.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      23      52      91     108     122     137     149     164
------------------------------------------------------------------------------------------------------------------------



                                     I-15

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 300 AND 400 CONTRACTS (CONTINUED)


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





--------------------------------------------------------------------------------------------------
                                                     FOR THE YEARS ENDING DECEMBER 31,
                                         ---------------------------------------------------------
                                         2005 2006 2007 2008 2009 2010  2011   2012   2013   2014
--------------------------------------------------------------------------------------------------
                                                              
 VAN ECK VIP GLOBAL HARD ASSETS FUND
--------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $82.94 $84.37 $91.81 $73.06
--------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      44     90    109    129
--------------------------------------------------------------------------------------------------



                                     I-16

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION





Appendix II: 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 June 14, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight* years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





-------------------------------------------------------------------------------------------------------------------------
                                                                             HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                              ON JUNE 15, 2019
                                                                             --------------------------------------------
                                                                                2%                   6%
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) market adjusted amount/(b)/                                              $126,455             $108,409
-------------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                               $116,998             $116,998
-------------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) - (2)                                       $  9,457             $ (8,589)
-------------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)]                                                        $  3,739             $ (3,961)
-------------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 - (4)  $ 46,261             $ 53,961
-------------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) - $50,000                                     $ 76,455             $ 58,409
-------------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) - (5)                                         $ 70,738             $ 63,037
-------------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                      $ 82,762             $ 73,752
-------------------------------------------------------------------------------------------------------------------------



You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (left column), a portion of a positive
market value adjustment is realized.


*  In Oregon, seven is the maximum maturity year.

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        =                $136,886               where j is either 2% or 6%
----------------------          ------------------------------
(1+j)/(D/365)/                    (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:

Maturity value        =                $136,886
----------------------          ------------------------------
(1+h)/(D/365)/                  (1+0.04)/(1,461/365) /

(d)Maturity value is based on the following calculation:

   Fixed maturity amount x (1+h)/(D/365)/  =  ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     II-1

                 APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix III: State contract availability and/or variations of certain features
and benefits

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

STATES WHERE CERTAIN EQUI-VEST(R) EMPLOYER-SPONSORED RETIREMENT PLANS FEATURES
AND/OR BENEFITS ARE NOT AVAILABLE OR VARY:



--------------------------------------------------------------------------------------------------------------
                             CONTRACT
             FEATURES AND    TYPE/SERIES/
 STATE       BENEFITS        EFFECTIVE DATE  AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------------------
                                    
CALIFORNIA   See "Your                       If you reside in the state of California and you are age 60 or
             right to                        older at the time the contract is issued, you may return your
             cancel within                   variable annuity contract within 30 days from the date that
             a certain                       you receive it and receive a refund as described below.
             number of
             days" in
             "Contract
             features and
             benefits."

                                             If you allocate your entire initial contribution to the
                                             EQ/Money Market option (and/or guaranteed interest
                                             option), the amount of your refund will be equal to your
                                             contribution less interest, 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 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.
--------------------------------------------------------------------------------------------------------------

CONNECTICUT  See             The changes     The withdrawal charge percentage that applies depends on
             "Withdrawal     apply to        the contract year in which the withdrawal is made,
             charge" in      contracts       according to the following table:
             "Fees and       issued on or
             charges" under  after the
             "EQUI-VEST(R)   dates
             at a glance --  indicated for
             key features;"  the contract
             and in          types
             "Charges under  indicated as
             the contract"   follows:
             under "Charges
             and expenses"


                                            
                  EDC -- June        Contract                  Charge
                  20, 2003 TSA,      Year(s)                   ------
                  and Annuitant      -------
                  owned HR-10
                  contract         1 through 5                6%/(1)/
                  series 200 --         6                        5
                  June 14, 2004         7                        4
                                        8                        3
                                        9                        2
                                        10                       1
                                   11 and later                  0


                                
                                         (1)This percentage may be reduced at older ages for certain contract
                                            series. Your financial professional can provide further details about
                                            the contract series you own.

                         SIMPLE IRA      The amount of the withdrawal charge we deduct is equal
                         contract        to 6% of contributions withdrawn that exceed the 10%
                         series 400 --   free withdrawal amount, that were made in the current and
                         March 3, 2004   four prior contract years and 5% of contributions with-
                         SEP and SARSEP  drawn that were made in the contract year immediately
                         contract        preceding the four prior contract years.
                         series 300 and
                         Trusteed
                         contracts
                         series 200 --
                         June 14, 2004
-----------------------------------------------------------------------------------------------------------------------

FLORIDA  See "Your       Keogh Series    If you reside in the state of Florida, you may cancel your
         right to        200, SEP and    variable annuity contract and return it to us within 21 days
         cancel within   SARSEP IRA      from the date that you receive it. You will receive an
         a certain       Contract        unconditional refund equal to the greater of the cash surrender
         number of       Series 300 and  value provided in the annuity contract, plus any fees or
         days" in        SIMPLE IRA      charges deducted from the contributions or imposed under the
         "Contract       Series 400.     contract, or a refund of all contributions paid.
         features and
         benefits"
-----------------------------------------------------------------------------------------------------------------------


                                     III-1

APPENDIX III: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS








--------------------------------------------------------------------------------------------------------------------------------
                 FEATURES     CONTRACT
                 AND          TYPE/SERIES/
 STATE           BENEFITS     EFFECTIVE DATE AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------------------------------------
                                    

FLORIDA (CONT.)  See                         If you are age 65 or older at the time your
                 "Withdrawal                 contract is issued, the applicable
                 charge"                     withdrawal charge will not exceed 10% of
                 in                          the amount withdrawn. In addition,
                 "Charges                    no charge will apply after the end of the
                 and                         10th contract year or 10 years after a
                 expenses"                   contribution is made, whichever is later.
--------------------------------------------------------------------------------------------------------------------------------
ILLINOIS         FOR SEP AND SARSEP IRA CONTRACT SERIES 300 AND SIMPLE IRA
                 CONTRACT SERIES 400 ISSUED ON OR AFTER SEPTEMBER 24, 2007:
                 ---------------------------------------------------------------------------------------------------------------

                 See            The          The amount of the withdrawal charge we
                 "Withdrawal    change       deduct is equal to 6% of contributions
                 charge         applies      withdrawn that exceed the 10% free
                 for            to SEP       withdrawal amount, that were made in the
                 series         and          current and four prior contract years and
                 300 and        SARSEP       5% of contributions withdrawn that were
                 400            IRA          made in the contract year immediately
                 con-tracts"    contract     preceding the four prior contract years.
                 under          series
                 "Charges       300 and
                 and            to SIMPLE
                 expenses"      IRA
                                contract
                                series
                                400.
--------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS    See            The          The disability, terminal illness or
                 "Disability,   change       confinement to a nursing home withdrawal
                 terminal       applies      charge waiver is not available.
                 illness        to SEP,
                 or             SARSEP
                 confinement    IRA
                 to             series
                 nursing        300,
                 home" in       SIMPLE
                 "Charges       IRA
                 under the      series
                 contracts"     400
                 under          contracts
                 "Charges       issued on
                 and            or after
                 expenses"      November
                                27, 2006.
--------------------------------------------------------------------------------------------------------------------------------
NEW YORK         See            Series       Fixed maturity options are not available.
                 "Fixed         100
                 maturity       contracts
                 options"
                 in "What
                 are your
                 investment
                 options
                 under the
                 contract"
                 under
                 "Contract
                 features
                 and
                 benefits"

                 See                         In the second to last paragraph in this
                 "Selecting                  section, the second line in the paragraph
                 an                          "(1) the amount applied to purchase the
                 annuity                     annuity;" is deleted in its entirety and
                 payout                      replaced with the following:
                 option"
                 in "Your
                 annuity
                 payout
                 option"
                 under
                 "Accessing
                 your
                 money"
                                             (1) The amount applied to provide the
                                             annuity will be: (a) the account value for
                                             any life annuity form or (b) the cash value
                                             for any period certain annuity form except
                                             that, if the period certain is more than
                                             five years, the amount applied will be no
                                             less than 95% of the account value.
--------------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA     See            Series       Fixed maturity options are not available.
                 "Fixed         100, 200
                 maturity       and 300
                 options"       contracts
                 in "What
                 are your
                 investment
                 options
                 under the
                 contract"
                 under
                 "Contract
                 features
                 and
                 benefits"
                 See            EDC 457      Taking a loan in excess of the Internal
                 "Loans         Contracts    Revenue Code limits may result in adverse
                 under                       tax consequences. Please consult your tax
                 TSA,                        adviser before taking a loan that exceeds
                 governmental                the Internal Revenue Code limits.
                 employer
                 EDC and
                 Corporate
                 Trusteed
                 contracts"
                 in
                 "Accessing
                 your
                 money"
--------------------------------------------------------------------------------------------------------------------------------


                                     III-2

                   APPENDIX III: STATE CONTRACT AVAILABILITY
               AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS








--------------------------------------------------------------------------------------------------
                         CONTRACT
         FEATURES AND    TYPE/SERIES/
 STATE   BENEFITS        EFFECTIVE DATE  AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------
                                
TEXAS    See "Separate   EQUI-VEST(R)    Total Separate Account A annual expenses and total annual
         account annual  TSA contracts   expenses of the Trusts when added together are not
         expenses" in    series 200      permitted to exceed 2.75% (except for the Multimanager
         the "Fee        issued on or    Aggressive Equity, AXA Moderate Allocation, EQ/Common
         Table" section  after August    Stock Index and EQ/Money Market options which are not
         under "Maximum  1, 2002         permitted to exceed 1.75%) unless the Teachers Retirement
         total Separate  For TSA         System of Texas permits a higher rate.
         Account A       contract
         annual          owners who are
         expenses" for   employees of
         series 200      public school
                         districts and
                         open
                         enrollment
                         charter
                         schools
                         (grades K-12)
                         who are
                         participants
                         in the TSA
                         plan, the
                         providers of
                         which are
                         subject to the
                         403(b)
                         Certification
                         Rules of the
                         Teacher
                         Retirement
                         System of the
                         State of
                         Texas, and who
                         enroll and
                         contribute to
                         the TSA
                         contracts
                         through a
                         salary
                         reduction
                         agreement.


                                             
  See                             6% of the amount withdrawn, generally declining
  "Withdrawal                     for the first through 12th contract years;
  Charge" in
  "Charges under                     Contract      Charge
  the contracts"                     year(s)       ------
  under "Charges                     -------
  and expenses."                        1          6.00%
                                        2          5.75%
                                        3          5.50%
                                        4          5.25%
                                        5          5.00%
                                        6          4.75%
                                        7          4.50%
                                        8          4.25%
                                        9          4.00%
                                        10         3.00%
                                        11         1.00%
                                        12         1.00%
                                   13 and later    0.00%


                            
                                  The total of all withdrawal charges may not
                                  exceed 8% of all contributions made during a
                                  specified period before the withdrawal is made.
  See "What are   For all new     Unavailable variable investment options: The
  your            and existing    variable investment options that invest in
  investment      TSA contract    portfolios of unaffiliated trusts are not
  options under   owners          available. You may allocate amounts to the
  the contract"   (regardless of  variable investment options that invest in the
  in "Contract    the contract    AXA Tactical Manager Portfolios.
  features and    issue date)
  benefits".      who are
                  employees of
                  public school
                  districts and
                  open
                  enrollment
                  charter
                  schools
                  (grades K-12),
                  who are
                  participants
                  in the TSA
                  plan, the
                  providers of
                  which are
                  subject to the
                  403(b)
                  Certification
                  Rules of the
                  Teacher
                  Retirement
                  System of the
                  State of
                  Texas, and who
                  enroll and
                  contribute to
                  the TSA
                  contracts
                  through a
                  salary
                  reduction
                  agreement.

  See the SAI
  for condensed
  financial
  Information.
-------------------------------------------------------------------------------------


                                     III-3

                   APPENDIX III: STATE CONTRACT AVAILABILITY
               AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS








--------------------------------------------------------------------------------------------------------
                            CONTRACT
            FEATURES AND    TYPE/SERIES/
 STATE      BENEFITS        EFFECTIVE DATE  AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------------
                                   
UTAH        See             The change      The amount of the withdrawal charge we deduct is equal to
            "Withdrawal     applies to      6% of contributions withdrawn that exceed the 10% free
            charge" in      SIMPLE IRA      withdrawal amount, that were made in the current and four
            "Withdrawal     contract        prior contracts years and 5% of contributions withdrawn that
            charge for      series 400      were made in the contract year immediately preceding the
            series 300 and  issued on or    four prior contract years.
            400 contracts"  after November
            under "Charges  27, 2006.
            and expenses"   This change
                            applies to SEP
                            and SARSEP
                            contract
                            series 300
                            issued on or
                            after August
                            25, 2008.
--------------------------------------------------------------------------------------------------------
VERMONT     See "Loans                      Taking a loan in excess of Internal Revenue Code limits may
            under TSA,                      result in adverse tax consequences. Please consult your tax
            governmental                    adviser before taking a loan that exceeds the Internal
            employer EDC                    Revenue Code limits.
            and Corporate
            Trusteed
            contracts" in
            "Accessing
            your money"
--------------------------------------------------------------------------------------------------------
WASHINGTON                  The changes
                            apply to
                            contracts
                            issued on or
                            after August
                            13, 2001

            Fixed Maturity  All contract    Not available
            Options         types
                            and series

            See "Annual     All contract    This charge is deducted pro rata from the variable investmen
            administrative  types           options. If your account value is allocated 100% to the
            charge" in the  and series      guaranteed interest option, the charge will be waived.
            Fee table
            under "Charges
            and expenses"

            See page 5      Trusteed        Not available
            "Index of key   contracts
            words and
            phrases"

            See             SIMPLE IRA      In the case of terminations or surrenders, we will pay you t
            "Withdrawal     contract        greater of (i) the cash value or (ii) the free withdrawal
            charge" in      series 400      amount plus 94% of the remaining account value. For issue
            "Charges under                  ages 60 and older, the percentage is 95% of the remaining
            the contracts"                  account value in the 5th contract year and later; and for is
            under "Charges                  ages under 60, the percentage is 94.5% of the remaining
            and expenses"                   account value in the 6th contract year and later.

            Withdrawal                      For SIMPLE IRA, the withdrawal charge is waived after five
            charge waiver                   contract years and the annuitant is at least 59 1/2.
--------------------------------------------------------------------------------------------------------


                                     III-4

                   APPENDIX III: STATE CONTRACT AVAILABILITY
               AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                         2

Calculation of annuity payments                               2

Custodian and Independent Registered Public Accounting Firm   2

Distribution of the contracts                                 2

Calculating unit values                                       3

Condensed financial information                               4

Financial Statements                                          71


HOW TO OBTAIN AN EQUI-VEST(R) STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE
ACCOUNT A

Call 1 (800) 628-6673 or send this request form to:
  EQUI-VEST(R)
  Employer Sponsored Retirement Plans
  Processing Office
  AXA Equitable
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) Statement of Additional Information
dated May 1, 2015
(Employer Sponsored Retirement Plans)
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                                                        #792956






EQUI-VEST(R) (Series 100-500)

A combination variable and fixed deferred annuity contract


PROSPECTUS DATED MAY 1, 2015


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. YOU SHOULD READ THE PROSPECTUSES FOR EACH TRUST
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

WHAT IS EQUI-VEST(R)?

EQUI-VEST(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 also offers death benefit protection and a number of
payout options. You invest to accumulate value on a tax-deferred basis in one
or more of our variable investment options, our guaranteed interest option or
in our fixed maturity options ("investment options").

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 contract should also be read carefully.

This contract is no longer being sold. This prospectus is used with current
contract owners only. All features and benefits described in this prospectus
may not have been available at the time you purchased your contract. We have
the right to restrict availability of any feature or benefit. We may have the
right to refuse to accept any contribution from you at any time, including
after the purchase of the contract. EFFECTIVE JUNE 18, 2012, FOR CERTAIN
CONTRACT SERIES AND TYPES, WE NO LONGER ACCEPT CONTRIBUTIONS. FOR OTHER
CONTRACT SERIES AND TYPES, INCLUDING CONTRACTS ISSUED IN CERTAIN STATES, WE
CURRENTLY CONTINUE TO ACCEPT SUBSEQUENT CONTRIBUTIONS SUBJECT TO LIMITATIONS.
REFERENCES TO CONTRIBUTIONS IN THIS PROSPECTUS ARE FOR THE BENEFIT OF CONTRACT
OWNERS CURRENTLY ELIGIBLE TO CONTINUE MAKING CONTRIBUTIONS TO THE CONTRACTS.
FOR MORE INFORMATION, SEE "HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT" IN
"CONTRACT FEATURES AND BENEFITS" AND APPENDIX III LATER IN THIS PROSPECTUS.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/High Yield Bond

.. EQ/Intermediate Government Bond

.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(1)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth


.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology

.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------

INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA/Templeton Global Equity Managed Volatility

.. EQ/Emerging Markets Equity PLUS

.. EQ/International Equity Index

.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(1)/
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Aggressive Allocation
.. AXA Balanced Strategy
.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA Moderate Allocation
.. AXA Moderate Growth
  Strategy
.. AXA Moderate-Plus Allocation
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(2)/

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

(1)This is the variable investment option's new name, effective on or about
   May 22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for this variable investment option's
   former name.
(2)This variable investment option will be available on or about May 22, 2015,
   subject to regulatory approval. Please see "Portfolios of the Trusts" later
   in this prospectus for more information.


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.

                                                         EV Series 100-500 (IF)

                                                                        #792872








You may allocate amounts to the variable investment options under your choice
of investment method subject to any restrictions. Each variable investment
option is a subaccount of Separate Account A. Each variable investment option,
in turn, invests in a corresponding securities 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 options, which are discussed later in this
prospectus.

TYPES OF CONTRACTS. For existing contract holders we offer different "series"
of contracts for use as (these contracts are not available for new purchasers):

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

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

..   A traditional IRA as a conduit to hold rollover distributions ("QP IRA")
    from a qualified plan or a Tax-Sheltered Annuity ("TSA"). QP IRA (SERIES
    100-400) AND ROTH ADVANTAGE CONTRACTS (SERIES 500).


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, 2015 is a part of one of the registration
statements. The SAI is available free of charge. You may request one by writing
to our processing office at P.O. Box 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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.


You have previously purchased an EQUI-VEST(R) contract and are receiving this
prospectus as a current contract owner. As a current contract owner, you should
note that the options, features and charges of the contract may have varied
over time and may vary depending on your state. For more information about the
particular options, features and charges applicable to you, please contact your
financial professional and/or refer to your contract and/or see Appendix III.






Contents of this Prospectus

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


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

             ------------------------------------------------------
             FEE TABLE                                          12
             ------------------------------------------------------

             Examples                                           13
             EQUI-VEST(R) series 100 and 200 contracts -- For
               IRA contracts                                    13
             EQUI-VEST(R) series 100 and 200 contracts -- For
               NQ contracts                                     14
             EQUI-VEST(R) series 300 contracts                  14
             EQUI-VEST(R) series 400 contracts                  14
             EQUI-VEST(R) series 500 contracts                  14
             Condensed financial information                    14

             ------------------------------------------------------
             1. CONTRACT FEATURES AND BENEFITS                  15
             ------------------------------------------------------
             How you can contribute to your contract            15
             Owner and annuitant requirements                   18
             How you can make your contributions                18
             What are your investment options under the
               contract?                                        18
             Portfolios of the Trusts                           19
             Selecting your investment method                   31
             Allocating your contributions                      32
             Your right to cancel within a certain number of
               days                                             32

             ------------------------------------------------------
             2. DETERMINING YOUR CONTRACT'S VALUE               33
             ------------------------------------------------------
             Your account value and cash value                  33
             Your contract's value in the variable investment
               options                                          33
             Your contract's value in the guaranteed interest
               option                                           33
             Your contract's value in the fixed maturity
               options                                          33

             ------------------------------------------------------
             3. TRANSFERRING YOUR MONEY AMONG INVESTMENT
               OPTIONS                                          34
             ------------------------------------------------------
             Transferring your account value                    34
             Disruptive transfer activity                       34
             Automatic transfer options                         35
             Investment simplifier                              35
             Rebalancing your account value                     36

-------------
"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.


                                      3

                          CONTENTS OF THIS PROSPECTUS







             ------------------------------------------------------
             4. ACCESSING YOUR MONEY                            37
             ------------------------------------------------------
             Withdrawing your account value                     37
             How withdrawals are taken from your account value  38
             Surrender of your contract to receive its cash
               value                                            38
             Termination                                        38
             When to expect payments                            38
             Your annuity payout options                        38

             ------------------------------------------------------
             5. CHARGES AND EXPENSES                            41
             ------------------------------------------------------
             Charges that AXA Equitable deducts                 41
             Charges under the contracts                        41
             Charges that the Trusts deduct                     45
             Group or sponsored arrangements                    45
             Other distribution arrangements                    45

             ------------------------------------------------------
             6. PAYMENT OF DEATH BENEFIT                        46
             ------------------------------------------------------
             Your beneficiary and payment of benefit            46
             How death benefit payment is made                  47
             Beneficiary continuation option for traditional
               IRA, QP IRA, Roth IRA and Roth Advantage
               contracts                                        47
             Beneficiary continuation option for series 400 NQ
               contracts only                                   47

             ------------------------------------------------------
             7. TAX INFORMATION                                 49
             ------------------------------------------------------
             Overview                                           49
             Buying a contract to fund a retirement arrangement 49
             Transfers among investment options                 49
             Taxation of nonqualified annuities                 50
             Individual retirement arrangements ("IRAs")        51
             Traditional individual retirement annuities
               (traditional IRAs)                               52
             Roth individual retirement annuities ("Roth IRAs") 57
             Federal and state income tax withholding and
               information reporting                            63
             Impact of taxes to AXA Equitable                   63

             ------------------------------------------------------
             8. MORE INFORMATION                                64
             ------------------------------------------------------
             About our Separate Account A                       64
             About the Trusts                                   64
             About our fixed maturity options                   64
             About the general account                          65
             About other methods of payment                     66
             Dates and prices at which contract events occur    66
             About your voting rights                           67
             Cybersecurity                                      67
             Statutory compliance                               67
             About legal proceedings                            67
             Financial statements                               68
             Transfers of ownership, collateral assignments,
               loans, and borrowing                             68
             Distribution of the contracts                      68

             ------------------------------------------------------
             9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 71
             ------------------------------------------------------
           -------------------------------------------------------------
           APPENDICES
           -------------------------------------------------------------
             I   --   Condensed financial information               I-1
            II   --   Market value adjustment example              II-1
           III   --   State contract availability and/or
                        variations of certain features and
                        benefits                                  III-1

           -------------------------------------------------------------
           STATEMENT OF ADDITIONAL INFORMATION
             Table of contents
           -------------------------------------------------------------

                                      4

                          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
                                                    

                    account value                       33
                    annuitant                           15
                    annuity payout options              38
                    AXA Equitable Access Account        47
                    beneficiary                         46
                    beneficiary continuation option     47
                    business day                        66
                    cash value                          33
                    conduit IRA                         55
                    contract date                       15
                    contract date anniversary           15
                    contract year                       15
                    contributions                       15
                    contributions to Roth IRAs          57
                       regular contribution             57
                       rollovers and transfers          58
                       conversion contributions         58
                    contributions to traditional IRAs   52
                       regular contributions            52
                       rollovers and transfers          53
                    disruptive transfer activity        34
                    fixed maturity amount               30
                    fixed maturity options              30
                    guaranteed interest option          30
                    Inherited annuity                   47





                                                    PAGE
                                                 

                       IRA                          2,51
                       IRS                            49
                       investment options              1
                       market adjusted amount         30
                       market timing                  34
                       market value adjustment        30
                       maturity value                 30
                       NQ                           2,38
                       Online Account Access           8
                       partial withdrawals            37
                       portfolio                       2
                       processing office               8
                       QP IRAs                         2
                       rate to maturity               30
                       Required Beginning Date        55
                       Roth Advantage                 57
                       Roth IRA                       57
                       SAI                             2
                       SEC                             2
                       TOPS                            8
                       traditional IRA              2,52
                       Trusts                       2,64
                       unit                           33
                       unit investment trust          64
                       variable investment options    18


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 do 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.

-----------------------------------------------------------------------------
 PROSPECTUS                            CONTRACT OR SUPPLEMENTAL MATERIALS
-----------------------------------------------------------------------------
fixed maturity options                 Guarantee Periods or Fixed Maturity
                                       Accounts

variable investment options            Investment Funds or Investment
                                       Divisions

account value                          Annuity Account Value

rate to maturity                       Guaranteed Rates

guaranteed interest option             Guaranteed Interest Account

unit                                   Accumulation unit

unit value                             Accumulation unit value
-----------------------------------------------------------------------------

                                      5

                        INDEX OF KEY WORDS AND PHRASES







In this prospectus, we use a "series" number when necessary to identify a
particular contract. We discuss five series of contracts. These series are no
longer available for new purchasers. Information in this prospectus on these
series is provided for our existing contract owners only. You can identify the
EQUI-VEST(R) series you have by referring to your quarterly statement, or you
may contact your financial professional, or you may call our toll-free number.
The series designations are as follows:

--------------------------------------------------
..   NQ, traditional IRA, and QP IRA    series 100
    contracts issued before
    January 3, 1994; and
..   Roth IRA contracts converted from
    such IRA and QP IRA contracts.
--------------------------------------------------
..   Certain NQ, traditional IRA and    series 200
    QP IRA contracts issued on or
    after August 17, 1995.
..   Roth IRA contracts converted from
    such traditional IRA and QP IRA
    contracts.
--------------------------------------------------
..   NQ, traditional IRA, QP IRA, and   series 300
    Roth IRA contracts issued on or
    after January 3, 1994 and before
    the date series 400 contracts
    became available in a state; and
..   Roth IRA contracts converted from
    such traditional IRA and QP IRA
    contracts.
--------------------------------------------------
..   NQ, traditional IRA, QP IRA, and   series 400
    Roth IRA contracts issued on or
    after July 10, 1995 in states
    where approved; and
..   Roth IRA contracts converted from
    such traditional IRA and QP IRA
    contracts.
--------------------------------------------------
..   Roth Advantage contracts           series 500
--------------------------------------------------

                                      6

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      7

                             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 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 NQ AND IRA OWNERS WHO SEND CONTRIBUTIONS INDIVIDUALLY BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R)
  Individual Annuity Lockbox
  P.O. Box 13459
  Newark, NJ 07188-0459

FOR NQ AND IRA OWNERS WHO SEND CONTRIBUTIONS INDIVIDUALLY BY EXPRESS DELIVERY:

  AXA Equitable
  JPMorganChase
  EQUI-VEST(R) Lockbox #13459
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be listed on express mail packages Attn: Extraction
  Supervisor, (718) 242-0716

FOR NQ AND IRA CONTRIBUTIONS REMITTED BY EMPLOYERS AND SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R)
  Unit Annuity Lockbox
  P.O. Box 13463
  Newark, NJ 07188-0463

FOR NQ AND IRA CONTRIBUTIONS REMITTED BY EMPLOYERS AND SENT BY EXPRESS DELIVERY:

  JPMorganChase
  EQUI-VEST(R) Lockbox #13463
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be listed on express mail packages Attn: Extraction
  Supervisor, (718) 242-0716
--------------------------------------------------------------------------------
 FOR CORRESPONDENCE WITHOUT CHECKS:

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956

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: 100 Madison Street, Suite 1000, Syracuse, New York 13202.

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  100 Madison Street, Suite 1000
  Syracuse, NY 13202
--------------------------------------------------------------------------------
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
--------------------------------------------------------------------------------
 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 fixed maturity options; and

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

You can also:

..   change your allocation percentages and/or transfer among the variable
    investment options and the guaranteed interest option (not available for
    transfers to fixed maturity options); and

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

Under TOPS only you can:

..   elect the investment simplifier.


Under Online Account Access only you can:


..   elect to receive certain contract statements electronically;

..   change your address;

                                      8

                             WHO IS AXA EQUITABLE?







..   access "Frequently Asked Questions" and certain service forms; and

..   obtain performance information regarding the variable investment options.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You can use TOPS by calling toll free 1 (800) 755-7777. You may
use Online Account Access by visiting our website at www.axa.com and logging in
to access your account. 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).


We reserve the right to discontinue offering TOPS at any time in the future.

--------------------------------------------------------------------------------
 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. to 7:00
p.m., and on Friday until 5:00 p.m., Eastern Time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you via the TDD.
--------------------------------------------------------------------------------
 TOLL-FREE TELEPHONE SERVICE:

You may reach us toll-free by calling (800) 841-0801 for a recording of daily
unit values for the variable investment options.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)conversion of your traditional IRA contract to a Roth IRA contract;

(2)cancellation of your Roth IRA or Roth Advantage contract and return to a
   traditional IRA contract;

(3)election of the automatic investment program;

(4)election of the investment simplifier;

(5)election of the automatic deposit service;

(6)election of the rebalancing program;

(7)election of the required minimum distribution automatic withdrawal option;

(8)election of the beneficiary continuation option;

(9)election of the principal assurance allocation;

(10)request for a transfer/rollover of assets or 1035 exchange to another
    carrier;

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

(12)contract surrender and withdrawal requests;

(13)death claims; and

(14)partial annuitization of an NQ contract.

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

(1)address changes;

(2)beneficiary changes;

(3)transfers among investment options; and

(4)change of ownership.

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

(1)automatic investment program;

(2)investment simplifier;

(3)rebalancing program;

(4)systematic withdrawals; and

(5)the date annuity payments are to begin.

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

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.

                                      9

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) at a glance -- key features

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


                         
PROFESSIONAL INVESTMENT     EQUI-VEST(R) variable investment
MANAGEMENT                  options invest in different portfolios
                            sub-advised by professional investment
                            advisers.
--------------------------------------------------------------------
GUARANTEED INTEREST OPTION  .   Principal and interest guarantees
                            .   Interest rates set periodically
--------------------------------------------------------------------
FIXED MATURITY OPTIONS      .   10 (7 in Oregon) fixed maturity
                                options with maturities ranging
                                from approximately 1 to 10 (1 to 7
                                in Oregon) years.
                            .   Each fixed maturity option offers a
                                guarantee of principal and interest
                                rate if you hold it to maturity.
                            ----------------------------------------
                            If you make any withdrawals (including
                            transfers, surrender or termination 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.
--------------------------------------------------------------------


                                                   
TAX ADVANTAGES  .   On earnings inside the contract      No tax until you make withdrawals from your contract or
                                                         receive annuity payments.
                .   On transfers inside the contract     No tax on transfers among investment options.
                -----------------------------------------------------------------------------------------------------


                   
                      You should be aware that annuity
                      contracts that were purchased as an
                      Individual Retirement Annuity (IRA) do
                      not provide tax deferral benefits
                      beyond those already provided by the
                      Internal Revenue Code for individual
                      retirement arrangements. Before
                      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
                      contracts with any other investment
                      that you may use in connection with
                      your retirement plan or arrangement.
                      (For more information, see "Tax
                      information" later in this prospectus.)
----------------------------------------------------------------
CONTRIBUTION AMOUNTS  For certain contract series and types,
                      we no longer accept contributions. For
                      other contract series and types,
                      including contracts issued in certain
                      states, we currently continue to accept
                      subsequent contributions subject to
                      limitations. Information regarding
                      contributions in this section is for
                      the benefit of contract owners
                      currently eligible to continue making
                      contributions to the contracts. For
                      more information, see "How you can
                      contribute to your contract" in
                      "Contract features and benefits" and
                      Appendix III later in this prospectus.
                      .   NQ:
                         $50 (additional minimum amount).
                      .   TRADITIONAL IRA AND ROTH IRA:
                         $20 (additional minimum amount)
                      .   TRADITIONAL IRA, ROTH IRA AND ROTH
                          ADVANTAGE:
                         -- series 100 and 200 -- $20
                            (additional minimum amount);
                         -- series 300, 400 and 500 -- $50
                            (additional minimum amount).
                      .   QP IRA:
                         -- series 100 and 200 -- $1,000
                            minimum amount each additional
                            rollover amount;
                         -- series 300 and 400 -- $2,500
                            minimum amount each additional
                            rollover amount.
                      .   Other contribution limitations
                          apply to all contracts.
                      ------------------------------------------
                      Upon advance notice to you, we may
                      exercise certain rights we have under
                      your contract regarding contributions
                      (if applicable), including our rights
                      to (i) change minimum and maximum
                      contribution requirements and
                      limitations, (ii) discontinue
                      acceptance of contributions, and (iii)
                      to limit contributions as required by
                      law or if such contributions are in
                      excess of the amounts as permitted by
                      the Internal Revenue Code. For more
                      information, see "How you can
                      contribute to your contract" in
                      "Contract features and benefits" later
                      in this prospectus. Please see Appendix
                      III for any state variations that may
                      apply.
----------------------------------------------------------------
ACCESS TO YOUR MONEY  .   Partial withdrawals
                      .   Several periodic withdrawal options
                      .   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 penalty tax.
----------------------------------------------------------------


                                      10

                   EQUI-VEST(R) AT A GLANCE -- KEY FEATURES







                   
---------------------------------------------------------------------------------------
PAYOUT OPTIONS        .   Fixed annuity payout options
                      .   Variable Immediate Annuity payout options (described in
                          a separate prospectus for that option).
---------------------------------------------------------------------------------------
ADDITIONAL FEATURES   .   Dollar-cost averaging by automatic transfers
                         -- Interest sweep option
                         -- Fixed-dollar option
                      .   Automatic investment program
                      .   Account value rebalancing (quarterly, semiannually, and
                          annually)
                      .   No charge on transfers among investment options
                      .   Waiver of withdrawal charge under certain circumstances
                      .   Minimum death benefit
---------------------------------------------------------------------------------------
FEES AND CHARGES      .   Please see "Fee table" later in this Prospectus for
                          details.
---------------------------------------------------------------------------------------
ANNUITANT ISSUE AGES  0-83
---------------------------------------------------------------------------------------


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, INCLUDING THE AVAILABILITY
OF ALL INVESTMENT OPTIONS, MAY VARY IN YOUR STATE OR AT CERTAIN AGES OR UNDER
YOUR INVESTMENT METHOD; ALL FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL
CONTRACTS OR IN ALL STATES. PLEASE SEE APPENDIX III 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 the same 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. Some Selling broker-dealers may limit their clients from purchasing
some optional benefits based upon the client's age.

                                      11

                   EQUI-VEST(R) AT A GLANCE -- KEY FEATURES





Fee table

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

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

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase a Variable
Immediate Annuity payout option or make certain transfers and exchanges.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.



----------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME
 YOU REQUEST CERTAIN TRANSACTIONS
----------------------------------------------------------------------------------
                                                     
Maximum withdrawal charge as a percentage of
contributions withdrawn or amounts withdrawn depending
on the contract and series (deducted if you surrender
your contract or make certain withdrawals)./(1)/        6.00%
Charge for third-party transfer or exchange (for each   series 100 and 200: None
occurrence)/.(2)/                                       series 300 and 400: $65
                                                        (current and maximum);
                                                        series 500: $65 (maximum);
                                                        $25 (current).
Special services charges

  .   Wire transfer charge/(3)/                         $90 (current and maximum)

  .   Express mail charge/(3)/                          $35 (current and maximum)



-------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 CONTRACT DATE ANNIVERSARY
-------------------------------------------------------------------------------
                                                     
Maximum annual administrative charge:                   $65 ($30 current)/(4)/
-------------------------------------------------------------------------------



The next table describes the fees and expenses that
you will pay periodically during the time that you own
the contract, not including underlying Trust portfolio
fees and expenses.



-------------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE
 INVESTMENT OPTIONS EXPRESSED AS AN
 ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL           EQ/COMMON STOCK
EXPENSES:                       INDEX AND EQ/MONEY                       ALL OTHER VARIABLE
                                  MARKET OPTIONS                         INVESTMENT OPTIONS
                               ----------------------  ------------------------------------------------------
                               SERIES 100 SERIES 200   SERIES 100 SERIES 200 SERIES 300 SERIES 400 SERIES 500
                               ---------- ----------   ---------- ---------- ---------- ---------- ----------
                                                                              
Maximum mortality and expense  0.65%      1.24%                                         1.75%      1.75%
risks/(5)/                     (currently (currently                                    (currently (currently
                               0.56%)     1.15%)       0.50%      1.09%      1.10%      1.10%)     1.20%)
Maximum other expenses/(6)/                                                  0.25%      0.25%
                                                                             (currently (currently
                               0.84%      0.25%        0.84%      0.25%      0.24%)     0.24%)     0.25%
                               -----      -----        -----      -----      ------     ------     -----
Maximum total Separate         1.49%      1.49%        1.34%      1.34%      1.35%      2.00%      2.00%
                               =====      =====        =====      =====      =====      =====      =====
Account A annual expenses/(7)/ (currently (currently                         (currently (currently (currently
                               1.40%)     1.40%)                             1.34%)     1.34%)     1.45%)
-------------------------------------------------------------------------------------------------------------


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 2014 (expenses that are deducted from portfolio  Lowest Highest
assets including management fees, 12b-1 fees, service fees, and/or other expenses)(*)           0.62%   2.98%
-------------------------------------------------------------------------------------------------------------



                                      12

                                   FEE TABLE







Notes:


(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2015 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2015.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.




                                                                                                              
---------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(8)/  Lowest Highest
                                                                                                             0.62%  1.43%
---------------------------------------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)Important exceptions and limitations may eliminate or reduce this charge.
   For a complete description of withdrawal charges, please see "Withdrawal
   Charge" in "Charges and expenses" later in this Prospectus.

(2)This charge will never exceed 2% of the amount disbursed or transferred.

(3)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(4)For series 300, 400 and 500 contracts, during the first two contract years
   this charge, if it applies, is equal to the lesser of $30 or 2% of your
   account value, plus any amounts previously withdrawn during the contract
   year. Thereafter, the charge is $30 for each contract year. For series 100
   and 200 contracts, the charge is equal to the lesser of $30 or 2% of your
   account value, plus any amounts previously withdrawn during the contract
   year.

(5)A portion of this charge is for providing the death benefit.

(6)For the series 300 and 400 contracts, although the charge is 0.25%, we
   currently charge 0.24% for all the variable investment options except the
   AXA Moderate Allocation, Multimanager Aggressive Equity, EQ/Common Stock
   Index and the EQ/Money Market options (we reserve the right to increase this
   charge to 0.25% for all the variable investment options at our discretion).
   For series 100 and 200 contracts, this charge is for financial accounting
   and other administrative services relating to the contracts.


(7)For series 100 and 200 contracts, the total Separate Account A annual
   expenses of the variable investment options and total annual expenses of the
   Trust when added together are not permitted to exceed an annual rate of
   1.75% for the AXA Moderate Allocation, Multimanager Aggressive Equity,
   EQ/Common Stock Index, and EQ/Money Market options. Without this expense
   limitation, the total annual expenses deducted from the variable investment
   option plus the Trust's annual expenses for 2014 would have been 2.49% for
   the AXA Moderate Allocation option; 2.34% for the Multimanager Aggressive
   Equity option; 2.12% for the EQ/Common Stock Index option; and 2.11% for the
   EQ/Money Market option.

(8)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the portfolios.


EXAMPLES

These examples are intended to help you compare the cost of investing in each
type of series 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 underlying portfolio fees and expenses). For a complete description
of portfolio charges and expenses, please see the prospectus for each Trust.


The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated. The examples use an average annual
administrative charge based on charges paid in 2014, which results in an
estimated annual charge of 0.0632% of contract value.


The fixed maturity options and the guaranteed interest option are not covered
by the fee table and examples. However, the annual administrative charge, the
withdrawal charge, the third party transfer or exchange charge, and the charge
if you elect a Variable Immediate Annuity payout option do apply to the fixed
maturity options and the guaranteed interest option. A market value adjustment
(up or down) will apply as a result of a withdrawal, transfer, or surrender of
amounts from a fixed maturity option.

These examples should not be considered a representation of past or future
expenses for any 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.

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
examples also assume (i) maximum contract charges rather than the lower current
expenses discussed in "Charges and expenses" later in this Prospectus (except
the annual administrative charge which is described above); (ii) the total
annual expenses of the portfolios (before expense limitations) set forth in the
previous tables; and (iii) there is no waiver of the withdrawal charge.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

        EQUI-VEST(R) SERIES 100 AND 200 CONTRACTS -- FOR IRA CONTRACTS






                                                                           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                       $1,002   $1,932    $2,869    $4,964    $460    $1,385    $2,318    $4,683
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  768   $1,243    $1,747    $2,779    $212    $  655    $1,124    $2,420
---------------------------------------------------------------------------------------------------------------



                                      13

                                   FEE TABLE







         EQUI-VEST(R) SERIES 100 AND 200 CONTRACTS -- FOR NQ CONTRACTS






---------------------------------------------------------------------------------------------------------------
                                                                           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                       $1,002   $1,932    $2,869    $4,683    $460    $1,385    $2,318    $4,683
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  768   $1,243    $1,724    $2,420    $212    $  655    $1,124    $2,420
---------------------------------------------------------------------------------------------------------------



                       EQUI-VEST(R) SERIES 300 CONTRACTS






---------------------------------------------------------------------------------------------------------------
                                                                           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                       $1,003   $1,935    $2,874    $4,692    $461    $1,388    $2,323    $4,692
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  769   $1,246    $1,730    $2,431    $213    $  659    $1,130    $2,431
---------------------------------------------------------------------------------------------------------------



                       EQUI-VEST(R) SERIES 400 CONTRACTS




---------------------------------------------------------------------------------------------------------------
                                                                           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                       $1,068   $2,118    $3,163    $5,223    $529    $1,583    $2,631    $5,223
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  833   $1,439    $2,071    $3,109    $282    $  863    $1,471    $3,109
---------------------------------------------------------------------------------------------------------------





                       EQUI-VEST(R) SERIES 500 CONTRACTS




---------------------------------------------------------------------------------------------------------------
                                                                           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                       $1,068   $2,118    $3,163    $5,223    $529    $1,583    $2,631    $5,223
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  833   $1,439    $2,071    $3,109    $282    $  863    $1,471    $3,109
---------------------------------------------------------------------------------------------------------------





CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this prospectus, for the unit values and
number of units outstanding as of the periods shown for each of the variable
investment options, available as of December 31, 2014.


                                      14

                                   FEE TABLE





1. Contract features and benefits

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

In this prospectus, we use a "series" number when necessary to identify a
particular contract. These series are no longer available for new purchasers.
Information in this prospectus on these series is provided for our existing
contract owners only. You can identify the EQUI-VEST(R) series you have by
referring to your quarterly statement, or you may contact your financial
professional, or you may call our toll-free number.

HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

A "contribution" means a payment made to us, from any source, with respect to
the contract. The following table summarizes our current rules regarding
contributions to your contract, which are subject to change. Depending on your
contract type, we may refuse to accept subsequent contributions. We require a
minimum contribution amount for each type of contract purchased. Maximum
contribution limitations also apply. Under our automatic investment program,
the minimum contribution amount is $20 and the maximum contribution amount is
$500 per month. The automatic investment program and the payroll deduction
program are subject to the contribution limitations and restrictions set forth
in the chart below. We will return any contribution made under these programs
that exceeds your contribution limit, if applicable, and your program will be
cancelled. We discuss the automatic investment program and the payroll
deduction program under "About methods of payment" in "More information" later
in this Prospectus. All ages in the table refer to the age of the annuitant
named in the contract.

We have exercised our right to discontinue acceptance of contributions to
certain series and types of contracts as set forth in the chart below,
including contributions made through our automatic investment program or a
payroll deduction 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.

For certain other series and types of contracts, we have exercised our right to
limit contributions to the contracts subject to the effective dates and
contribution amounts set forth in the chart below, including contributions made
through our automatic investment program or a payroll deduction program.
Contribution limitations are per calendar year. If you contribute less than the
limitation provides, you may not carry the difference forward to a subsequent
calendar year.

For certain series and types of contracts, we also have the right to: (i) limit
total contributions to $500,000 if the annuitant's current age is 75 or less;
(ii) limit total contributions to $250,000 if the annuitant's current age is
76-79; and (iii) discontinue acceptance of contributions if the annuitant's
current age is 80 or greater.

Upon notice to you, we may exercise certain additional rights we have under the
contract regarding contributions, including our right to (i) change minimum and
maximum contribution requirements and limitations, and (ii) discontinue
acceptance of contributions. Further, for certain contract series, we may at
any time exercise our rights to limit the number of variable investment options
which you may elect. Other contribution limitations may be imposed by your
contract or applicable state law. See "Tax information" later in this
Prospectus for a more detailed discussion of sources of contributions and
certain contribution limitations.

--------------------------------------------------------------------------------
THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING
CONTRACT BENEFITS. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER.
--------------------------------------------------------------------------------

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



----------------------------------------------------------------------------------
                                                            LIMITATION ON
                                       SOURCE OF            SUBSEQUENT
 CONTRACT TYPE   MINIMUM CONTRIBUTION  CONTRIBUTIONS        CONTRIBUTIONS
----------------------------------------------------------------------------------
                                                   
NQ               $50                   .   After-tax money. SERIES 100 & 400
                                       .   Paid to us by    .   Acceptance of
                                           check or             contributions
                                           transfer of          has been
                                           contract value       discontinued./(1)/
                                           in a tax         SERIES 200
                                           deferred         .   Maximum limit
                                           exchange under       on
                                           Section 1035 of      contributions
                                           the internal         is $6,000 per
                                           revenue code.        calendar year.
                                       .   Paid to us by    SERIES 300
                                           an employer who  .   Maximum limit
                                           establishes a        on
                                           payroll              contributions
                                           deduction            is $6,000 per
                                           program.             calendar
                                                                year./(2)/
----------------------------------------------------------------------------------


                                      15

                        CONTRACT FEATURES AND BENEFITS








--------------------------------------------------------------------------------------
                                                                  LIMITATION ON
                                       SOURCE OF                  SUBSEQUENT
 CONTRACT TYPE   MINIMUM CONTRIBUTION  CONTRIBUTIONS              CONTRIBUTIONS
--------------------------------------------------------------------------------------
                                                         
Traditional IRA  SERIES 100 & 200      .   "Regular"              SERIES 100
                 $20                       traditional IRA        (INDIVIDUAL)
                 SERIES 300 & 400          contributions          .   Acceptance of
                 $50                       either made by             contributions
                                           you or paid to             has been
                                           us by an                   discontinued.
                                           employer who           SERIES 100 (GROUP)
                                           establishes a          .   Direct
                                           payroll                    transfers are
                                           deduction                  no longer
                                           program.                   permitted.
                                       .   Additional             .   Maximum limit
                                           catch-up                   on
                                           contributions.             contributions
                                       .   Eligible                   is $6,500 per
                                           rollover                   calendar
                                           distributions              year/(3)(4)/
                                           from 403(b)                (subject to the
                                           plans,                     general tax
                                           qualified plans            limits below).
                                           and                    SERIES 200 & 400
                                           governmental           .   Maximum limit
                                           employer EDC               on
                                           plans.                     contributions
                                       .   Rollovers from             is $6,500 per
                                           another                    calendar
                                           traditional                year/(3)(4)/
                                           individual                 (subject to the
                                           retirement                 general tax
                                           arrangement.               limits below).
                                       .   Direct                 SERIES 300
                                           custodian-to-custodian .   Maximum limit
                                           transfers from             on
                                           other                      contributions
                                           traditional                is $6,500 per
                                           individual                 calendar
                                           retirement                 year/(2)(4)/
                                           arrangements.              (subject to the
                                                                      general tax
                                                                      limits below).
                                                                  GENERAL TAX LIMITS
                                                                  (ALL SERIES, EXCEPT
                                                                  SERIES 100
                                                                  (INDIVIDUAL))
                                                                  .   Regular 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
                                                                      but under age
                                                                      70 1/2 at any
                                                                      time during the
                                                                      calendar year
                                                                      for which the
                                                                      contribution is
                                                                      made.
                                                                  .   No regular IRA
                                                                      contributions
                                                                      in the year you
                                                                      turn age 70 1/2
                                                                      and thereafter.
                                                                  .   Rollover and
                                                                      direct transfer
                                                                      contributions
                                                                      after age
                                                                      70 1/2 must be
                                                                      net of required
                                                                      minimum income
                                                                      distributions.
--------------------------------------------------------------------------------------


                                      16

                        CONTRACT FEATURES AND BENEFITS








---------------------------------------------------------------------------------
                                                             LIMITATION ON
                                        SOURCE OF            SUBSEQUENT
 CONTRACT TYPE   MINIMUM CONTRIBUTION   CONTRIBUTIONS        CONTRIBUTIONS
---------------------------------------------------------------------------------
                                                    
Roth IRA and     SERIES 100 & 200       .   Regular Roth     SERIES 100
Roth Advantage   $20                        IRA              (INDIVIDUAL)
                 SERIES 300, 400 & 500      contributions    .   Acceptance of
                 $50                        either made by       contributions
                                            you or paid to       has been
                                            us by an             discontinued.
                                            employer who     SERIES 100 (GROUP)
                                            establishes a    .   Direct
                                            payroll              transfers are
                                            deduction            no longer
                                            program.             permitted.
                                        .   Additional       .   Maximum limit
                                            catch-up             on
                                            contributions.       contributions
                                        .   Rollovers from       is $6,500 per
                                            another Roth         calendar
                                            IRA.                 year/(3)(4)/
                                        .   Rollovers from       (subject to the
                                            a "designated        general tax
                                            Roth                 limits below).
                                            contribution     SERIES 200, 400 &
                                            account" under   500
                                            specified        .   Maximum limit
                                            retirement           on
                                            plans.               contributions
                                        .   Conversion           is $6,500 per
                                            rollovers from       calendar
                                            a traditional        year/(3)(4)/
                                            IRA or other         (subject to the
                                            eligible             general tax
                                            retirement plan.     limits below).
                                        .   Direct           SERIES 300
                                            transfers from   .   Maximum limit
                                            another Roth         on
                                            IRA.                 contributions
                                                                 is $6,500 per
                                                                 calendar
                                                                 year/(2)(4)/
                                                                 (subject to the
                                                                 general tax
                                                                 limits below).
                                                             GENERAL TAX LIMITS
                                                             (ALL SERIES, EXCEPT
                                                             SERIES 100
                                                             (INDIVIDUAL))
                                                             .   Regular Roth
                                                                 IRA
                                                                 contributions
                                                                 may not exceed
                                                                 $5,500.
                                                             .   Additional
                                                                 catch-up
                                                                 contributions
                                                                 of up to $1,000
                                                                 per calender
                                                                 year where the
                                                                 owner is at
                                                                 least age 50 at
                                                                 any time during
                                                                 the calendar
                                                                 year for which
                                                                 the
                                                                 contribution is
                                                                 made.
                                                             .   Contributions
                                                                 are subject to
                                                                 income limits
                                                                 and other tax
                                                                 rules. See
                                                                 "Contributions
                                                                 to Roth IRAs in
                                                                 "Tax
                                                                 information"
                                                                 later in this
                                                                 Prospectus.
---------------------------------------------------------------------------------
QP IRA           SERIES 100 & 200       .   Rollovers from   SERIES 100
                 $1,000                     a qualified      .   Acceptance of
                 SERIES 300 & 400           plan.                contributions
                 $2,500                 .   Rollovers from       has been
                                            a TSA.               discontinued.
                                        .   The              SERIES 200 & 400
                                            EQUI-VEST(R) QP  .   Maximum limit
                                            IRA contract is      on
                                            intended to be       contributions
                                            a conduit IRA        is $6,500 per
                                            to be used           calendar
                                            primarily for        year/(3)(4)/
                                            rollover             (subject to the
                                            contributions        general tax
                                            from a               guidelines
                                            qualified plan       below).
                                            or TSA,          SERIES 300
                                            although we      .   Maximum limit
                                            accept regular       on
                                            IRA                  contributions
                                            contributions        is $6,000 per
                                            (limits              calendar
                                            described above      year/(2)(4)/
                                            under                (subject to the
                                            "traditional         general tax
                                            IRA").               limits below).
                                                             GENERAL TAX
                                                             GUIDELINES (ALL
                                                             SERIES)
                                                             .   Rollover
                                                                 contributions
                                                                 after age
                                                                 70 1/2 must be
                                                                 net of required
                                                                 minimum
                                                                 distributions.
                                                             .   "Regular"
                                                                 after-tax
                                                                 contributions
                                                                 are not
                                                                 permitted.
---------------------------------------------------------------------------------

(1)This discontinuance does not apply to series 400 contracts issued in
   Maryland. Please see Appendix III later in this Prospectus.
(2)This limitation does not apply to series 300 contracts issued in Florida.
   Please see Appendix III later in this Prospectus.
(3)This limitation does not apply to series 400 and series 500 contracts issued
   in Florida or Maryland. Please see Appendix III later in this Prospectus.
(4)For regular contributions, the calendar year limitation includes (i)
   contributions made during a calendar year, and (ii) contributions made in
   the subsequent calendar year until the tax return filing deadline provided
   they are designated for the prior calendar year. For example, 2014 calendar
   year contributions will include regular contributions made at any time from
   January 1, 2014 through April 15, 2015, as long as you designate the
   contributions for 2014.

                                      17

                        CONTRACT FEATURES AND BENEFITS






See "Tax information" later 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" later in this
Prospectus. Please review your contract for information on contribution
limitations.

OWNER AND ANNUITANT REQUIREMENTS


Under NQ contracts, the annuitant can be different than the owner. Under any
type of IRA contract, the owner and annuitant must be the same person. Owners
which are not individuals may be required to document their status to avoid 30%
Foreign Account Tax Compliance Act ("FATCA") withholding from U.S.-source
income.


HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as noted below, contributions must be made 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 third-party checks endorsed to us except for
rollover contributions, contract exchanges or trustee checks that involve no
refund. 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.

Additional contributions may also be made by wire transfer or our automatic
investment program. The methods of payment are discussed in detail under "About
other methods of payment" in "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 contribution. 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 that
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.

If additional contributions are permitted under the contract, generally, you
may make additional contributions at any time. You may do so in single sum
amounts, on a regular basis, or as your financial situation permits.

--------------------------------------------------------------------------------
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" IN
"MORE INFORMATION" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options are the variable investment options, the guaranteed
interest option and the fixed maturity options.

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. Subject to the terms of your contract, we may
exercise our rights to limit or terminate your contributions.

--------------------------------------------------------------------------------
YOU CAN CHOOSE FROM AMONG THE VARIABLE INVESTMENT OPTIONS, THE GUARANTEED
INTEREST OPTION AND THE FIXED MATURITY OPTIONS.
--------------------------------------------------------------------------------

                                      18

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUSTS


We offer both affiliated and unaffiliated Trusts, which in turn offer one or
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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
affiliated Portfolios, AXA FMG has entered into sub-advisory agreements with
one or more investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the Portfolios. As such, among other
responsibilities, AXA FMG 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 affiliated 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. In addition, AXA FMG receives management fees and
administrative fees in connection with the services it provides to the
affiliated Portfolios. As such, it is generally more profitable for us to offer
affiliated Portfolios than to offer unaffiliated Portfolios.


AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees
and additional payments from certain unaffiliated Portfolios, their advisers,
sub-advisers, distributors or affiliates, for providing certain administrative,
marketing, distribution and/or shareholder support services. These fees and
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily
net assets. The Distributors may also receive payments from the advisers or
sub-advisers of the unaffiliated Portfolios or their affiliates for certain
distribution services, including expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
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, as
well as the Portfolios' investment management fees and administrative expenses,
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.

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest 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 Fund of Fund
Portfolios than certain other Portfolios available to you under your contract.
Please see "Allocating your contributions" later in this section for more
information about your role in managing your allocations.

As described in more detail in the Portfolio prospectuses, the AXA Managed
Volatility Portfolios may utilize a proprietary volatility management strategy
developed by AXA FMG (the "AXA volatility management strategy"), and, in
addition, certain AXA Fund of Fund Portfolios may invest in affiliated
Portfolios that utilize this strategy. The AXA volatility management strategy
uses futures and options, such as exchange-traded futures and options contracts
on securities indices, to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is above
specific thresholds set for the Portfolio. When market volatility is increasing
above the specific thresholds set for a Portfolio utilizing the AXA volatility
management strategy, the manager of the Portfolio may reduce equity exposure.
Although this strategy is intended to reduce the overall risk of investing in
the Portfolio, it may not effectively protect the Portfolio from market
declines and may increase its losses. Further, during such times, the
Portfolio's exposure to equity securities may be less than that of a
traditional equity portfolio. This may limit the Portfolio's participation in
market gains and result in periods of underperformance, including those periods
when the specified benchmark index is appreciating, but market volatility is
high.


The AXA Managed Volatility Portfolios that include the AXA volatility
management strategy as part of their investment objective and/or principal
investment strategy, and the AXA Fund of Fund Portfolios that invest in
Portfolios that use the AXA volatility management strategy, are identified
below in the chart by a "(check mark)" under the column entitled "Volatility
Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy (or, in the case of the AXA Fund of Fund
Portfolios, invest exclusively in other Portfolios that do not use the AXA
volatility management strategy). Conversely, investing in investment options
that feature a managed-volatility strategy may be helpful in a declining market
when high market volatility triggers a reduction in the investment option's
equity exposure because during these periods of high volatility, the risk of
losses from investing in equity securities may increase. In these instances,
your account value may decline less than would have been the case had you not
been invested in investment options that feature a volatility management
strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that
differ from the AXA volatility management strategy. Affiliated Portfolios that
utilize these volatility management techniques are identified below in the
chart by a "(delta)" under the column entitled "Volatility Management." Any
such unaffiliated Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your account value in the
same manner described above. Please see the Portfolio prospectuses for more
information about the Portfolios' objective and strategies.


                                      19

                        CONTRACT FEATURES AND BENEFITS







Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in contracts with no ATP feature, such as
yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract owners
invested in that Portfolio:

(a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
   securities at inopportune times, a Portfolio's investment performance and
   the ability of the sub-adviser to fully implement the Portfolio's investment
   strategy could be negatively affected; and

(b)By generating higher turnover in its securities or other assets than it
   would have experienced without being impacted by the ATP, a Portfolio could
   incur higher operating expense ratios and transaction costs than comparable
   funds. In addition, even Portfolios structured as funds-of-funds that are
   not available for investment by contract owners who are subject to the ATP
   could also be impacted by the ATP if those Portfolios invest in underlying
   funds that are themselves subject to significant asset turnover caused by
   the ATP. Because the ATP formulas generate unique results for each contract,
   not all contract owners who are subject to the ATP will be affected by
   operation of the ATP in the same way. On any particular day on which the ATP
   is activated, some contract owners may have a portion of their account value
   transferred to the AXA Ultra Conservative Strategy investment option and
   others may not. If the ATP causes significant transfers of total account
   value out of one or more Portfolios, any resulting negative effect on the
   performance of those Portfolios will be experienced to a greater extent by a
   contract owner (with or without the ATP) invested in those Portfolios whose
   account value was not subject to the transfers.




-------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP                                                               INVESTMENT MANAGER
 TRUST -                                                                       (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME      SHARE CLASS  OBJECTIVE                                    AS APPLICABLE)         MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                          
AXA AGGRESSIVE        Class B     Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  ALLOCATION                      appreciation.                                    Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE      Class B     Seeks to achieve a high level of current     .   AXA Equitable      (check mark)
  ALLOCATION                      income.                                          Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA                   Class B     Seeks to achieve current income and          .   AXA Equitable      (check mark)
  CONSERVATIVE-PLUS               growth of capital, with a greater                Funds Management
  ALLOCATION                      emphasis on current income.                      Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA MODERATE          Class A     Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  ALLOCATION                      appreciation and current income.                 Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS     Class B     Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  ALLOCATION                      appreciation and current income, with a          Funds Management
                                  greater emphasis on capital appreciation.        Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/           Class A     Seeks to achieve high total return through   .   AXA Equitable
  MULTI-SECTOR BOND               a combination of current income and              Funds Management
                                  capital appreciation.                            Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL     Class B     Seeks to achieve long-term growth of         .   AXA Equitable
  CAP GROWTH                      capital.                                         Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL     Class B     Seeks to achieve long-term growth of         .   AXA Equitable
  CAP VALUE                       capital.                                         Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
TARGET 2015           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-------------------------------------------------------------------------------------------------------------------
TARGET 2025           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-------------------------------------------------------------------------------------------------------------------
TARGET 2035           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-------------------------------------------------------------------------------------------------------------------



                                      20

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP                                                               INVESTMENT MANAGER
 TRUST -                                                                       (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME      SHARE CLASS  OBJECTIVE                                    AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
                                                                                          
TARGET 2045           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-----------------------------------------------------------------------------------------------------------------
TARGET 2055                       Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION/(1)/                 consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC





------------------------------------------------------------------------------------------------------------------
                                                                              INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                          (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                  AS APPLICABLE)         MANAGEMENT
------------------------------------------------------------------------------------------------------------------
                                                                                         
ALL ASSET              Class IB    Seeks long-term capital appreciation and   .   AXA Equitable
  AGGRESSIVE - ALT                 current income, with a greater emphasis        Funds Management
  25                               on capital appreciation.                       Group, LLC
------------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH -     Class IB    Seeks long-term capital appreciation and   .   AXA Equitable
  ALT 20                           current income.                                Funds Management
                                                                                  Group, LLC
------------------------------------------------------------------------------------------------------------------
ALL ASSET              Class IB    Seeks long-term capital appreciation and   .   AXA Equitable
  MODERATE GROWTH -                current income, with a greater emphasis        Funds Management
  ALT 15                           on current income.                             Group, LLC
------------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED        Class IB    Seeks to achieve long-term growth of       .   AllianceBernstein  (check mark)
  VOLATILITY                       capital with an emphasis on risk-adjusted      L.P.
                                   returns and managing volatility in the     .   AXA Equitable
                                   Portfolio.                                     Funds Management
                                                                                  Group, LLC
                                                                              .   BlackRock
                                                                                  Investment
                                                                                  Management, LLC
------------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED        Class IB    Seeks to achieve long-term growth of       .   AllianceBernstein  (check mark)
  VOLATILITY                       capital with an emphasis on risk-adjusted      L.P.
                                   returns and managing volatility in the     .   AXA Equitable
                                   Portfolio.                                     Funds Management
                                                                                  Group, LLC
                                                                              .   BlackRock
                                                                                  Investment
                                                                                  Management, LLC
------------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED       Class IB    Seeks to achieve long-term growth of       .   AllianceBernstein  (check mark)
  VOLATILITY                       capital with an emphasis on risk-adjusted      L.P.
                                   returns and managing volatility in the     .   AXA Equitable
                                   Portfolio.                                     Funds Management
                                                                                  Group, LLC
                                                                              .   BlackRock
                                                                                  Investment
                                                                                  Management, LLC
------------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC         Class IB    Seeks to achieve total return from long-   .   AllianceBernstein    (delta)
  MODERATE                         term growth of capital and income.             L.P.
  GROWTH/(2)/
------------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP       Class IB    Seeks to achieve long-term growth of       .   AllianceBernstein
  GROWTH/(3)/                      capital.                                       L.P.
------------------------------------------------------------------------------------------------------------------
AXA BALANCED           Class IB    Seeks long-term capital appreciation and   .   AXA Equitable      (check mark)
  STRATEGY                         current income                                 Funds Management
                                                                                  Group, LLC
------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class IB    Seeks current income and growth of         .   AXA Equitable      (check mark)
  GROWTH STRATEGY                  capital, with a greater emphasis on            Funds Management
                                   current income.                                Group, LLC
------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class IB    Seeks a high level of current income.      .   AXA Equitable      (check mark)
  STRATEGY                                                                        Funds Management
                                                                                  Group, LLC
------------------------------------------------------------------------------------------------------------------



                                      21

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------------
                                                                                INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                            (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                    AS APPLICABLE)         MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                           
AXA/FRANKLIN           Class IB    Seeks to maximize income while               .   AXA Equitable      (check mark)
  BALANCED MANAGED                 maintaining prospects for capital                Funds Management
  VOLATILITY                       appreciation with an emphasis on risk-           Group, LLC
                                   adjusted returns and managing volatility in  .   BlackRock
                                   the Portfolio.                                   Investment
                                                                                    Management, LLC
                                                                                .   Franklin
                                                                                    Advisers, Inc.
--------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL     Class IB    Seeks to achieve long-term total return      .   AXA Equitable      (check mark)
  CAP VALUE MANAGED                with an emphasis on risk-adjusted returns        Funds Management
  VOLATILITY                       and managing volatility in the Portfolio.        Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Franklin Advisory
                                                                                    Services, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN           Class IB    Primarily seeks capital appreciation and     .   AXA Equitable      (check mark)
  TEMPLETON                        secondarily seeks income.                        Funds Management
  ALLOCATION                                                                        Group, LLC
  MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY      Class IB    Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  MANAGED VOLATILITY               appreciation with an emphasis on risk-           Funds Management
                                   adjusted returns and managing volatility         Group, LLC
                                   in the Portfolio.                            .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Morgan Stanley
                                                                                    Investment
                                                                                    Management Inc.
                                                                                .   OppenheimerFunds,
                                                                                    Inc.
--------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB    Seeks to achieve long-term growth of         .   AXA Equitable      (check mark)
  CORE MANAGED                     capital with an emphasis on risk-adjusted        Funds Management
  VOLATILITY                       returns and managing volatility in the           Group, LLC
                                   Portfolio.                                   .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   EARNEST Partners,
                                                                                    LLC
                                                                                .   Massachusetts
                                                                                    Financial
                                                                                    Services Company
                                                                                    d/b/a MFS
                                                                                    Investment
                                                                                    Management
                                                                                .   Hirayama
                                                                                    Investments, LLC
                                                                                .   WHV Investments
--------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB    Seeks to achieve long-term growth of         .   AllianceBernstein  (check mark)
  MANAGED VOLATILITY               capital with an emphasis on risk-adjusted        L.P.
                                   returns and managing volatility in the       .   AXA Equitable
                                   Portfolio.                                       Funds Management
                                                                                    Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
--------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB    Seeks to provide current income and long-    .   AXA Equitable      (check mark)
  VALUE MANAGED                    term growth of income, accompanied by            Funds Management
  VOLATILITY                       growth of capital with an emphasis on            Group, LLC
                                   risk-adjusted returns and managing           .   BlackRock
                                   volatility in the Portfolio.                     Investment
                                                                                    Management, LLC
                                                                                .   Northern Cross,
                                                                                    LLC
--------------------------------------------------------------------------------------------------------------------



                                      22

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------------
                                                                                INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                            (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                    AS APPLICABLE)         MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                           
AXA LARGE CAP CORE     Class IB    Seeks to achieve long-term growth of         .   AXA Equitable      (check mark)
  MANAGED VOLATILITY               capital with an emphasis on risk-adjusted        Funds Management
                                   returns and managing volatility in the           Group, LLC
                                   Portfolio.                                   .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Capital Guardian
                                                                                    Trust Company
                                                                                .   Institutional
                                                                                    Capital LLC
                                                                                .   Thornburg
                                                                                    Investment
                                                                                    Management, Inc.
--------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP          Class IB    Seeks to provide long-term capital growth    .   AXA Equitable      (check mark)
  GROWTH MANAGED                   with an emphasis on risk-adjusted returns        Funds Management
  VOLATILITY                       and managing volatility in the Portfolio.        Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Marsico Capital
                                                                                    Management, LLC
                                                                                .   T. Rowe Price
                                                                                    Associates, Inc.
                                                                                .   Wells Capital
                                                                                    Management, Inc.
--------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE    Class IA    Seeks to achieve long-term growth of         .   AllianceBernstein  (check mark)
  MANAGED VOLATILITY               capital with an emphasis on risk-adjusted        L.P.
                                   returns and managing volatility in the       .   AXA Equitable
                                   Portfolio.                                       Funds Management
                                                                                    Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Massachusetts
                                                                                    Financial
                                                                                    Services Company
                                                                                    d/b/a MFS
                                                                                    Investment
                                                                                    Management
--------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES                  Seeks to achieve capital appreciation.       .   Loomis, Sayles &
  GROWTH                                                                            Company, L.P.
--------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE      Class IB    Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  MANAGED VOLATILITY               appreciation with an emphasis on risk-           Funds Management
                                   adjusted returns and managing volatility in      Group, LLC
                                   the Portfolio.                               .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Diamond Hill
                                                                                    Capital
                                                                                    Management, Inc.
                                                                                .   Wellington
                                                                                    Management
                                                                                    Company, LLP
--------------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH    Class IB    Seeks long-term capital appreciation and     .   AXA Equitable      (check mark)
  STRATEGY                         current income, with a greater emphasis          Funds Management
                                   on current income.                               Group, LLC
--------------------------------------------------------------------------------------------------------------------



                                      23

                        CONTRACT FEATURES AND BENEFITS









-------------------------------------------------------------------------------------------------------------------
                                                                               INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                           (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                   AS APPLICABLE)         MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                          
AXA/MUTUAL LARGE       Class IB    Seeks to achieve capital appreciation,      .   AXA Equitable      (check mark)
  CAP EQUITY                       which may occasionally be short-term, with      Funds Management
  MANAGED VOLATILITY               an emphasis on risk adjusted returns and        Group, LLC
                                   managing volatility in the Portfolio.       .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   Franklin Mutual
                                                                                   Advisers, LLC
-------------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON          Class IB    Seeks to achieve long-term capital growth   .   AXA Equitable      (check mark)
  GLOBAL EQUITY                    with an emphasis on risk adjusted returns       Funds Management
  MANAGED VOLATILITY               and managing volatility in the Portfolio.       Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   Templeton
                                                                                   Investment
                                                                                   Counsel, LLC
-------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC     Class IB    Seeks to achieve capital appreciation and   .   BlackRock
  VALUE EQUITY                     secondarily, income.                            Investment
                                                                                   Management, LLC
-------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS     Class IB    Seeks a combination of growth and           .   Boston Advisors,
  EQUITY INCOME                    income to achieve an above-average and          LLC
                                   consistent total return.
-------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY    Class IB    Seeks to achieve long-term capital          .   Calvert
  RESPONSIBLE                      appreciation.                                   Investment
                                                                                   Management Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN    Class IB    Seeks to achieve long-term growth of        .   Capital Guardian
  RESEARCH                         capital.                                        Trust Company
-------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK        Class IA    Seeks to achieve a total return before      .   AllianceBernstein
  INDEX                            expenses that approximates the total            L.P.
                                   return performance of the Russell 3000(R)
                                   Index, including reinvestment of
                                   dividends, at a risk level consistent with
                                   that of the Russell 3000(R) Index.
-------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX     Class IB    Seeks to achieve a total return before      .   SSgA Funds
                                   expenses that approximates the total            Management, Inc.
                                   return performance of the Barclays
                                   Intermediate U.S. Government/Credit
                                   Index, including reinvestment of
                                   dividends, at a risk level consistent with
                                   that of the Barclays Intermediate U.S.
                                   Government/Credit Index.
-------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS    Class IB    Seeks to achieve long-term growth of        .   AllianceBernstein
  EQUITY PLUS                      capital.                                        L.P.
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   EARNEST Partners,
                                                                                   LLC
-------------------------------------------------------------------------------------------------------------------



                                      24

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------
                                                                               INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                           (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                   AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
                                                                                          
EQ/EQUITY 500 INDEX    Class IA    Seeks to achieve a total return before      .   AllianceBernstein
                                   expenses that approximates the total            L.P.
                                   return performance of the Standard &
                                   Poor's 500 Composite Stock Price Index,
                                   including reinvestment of dividends, at a
                                   risk level consistent with that of the
                                   Standard & Poor's 500 Composite Stock
                                   Price Index.
-----------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS       Class IB    Seeks to achieve capital appreciation.      .   GAMCO Asset
  AND ACQUISITIONS                                                                 Management, Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL         Class IB    Seeks to maximize capital appreciation.     .   GAMCO Asset
  COMPANY VALUE                                                                    Management, Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS    Class IB    Seeks to achieve capital growth and         .   AXA Equitable
                                   current income.                                 Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   First
                                                                                   International
                                                                                   Advisors, LLC
                                                                               .   Wells Capital
                                                                                   Management, Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND     Class IB    Seeks to maximize current income.           .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   AXA Investment
                                                                                   Managers, Inc.
                                                                               .   Post Advisory
                                                                                   Group, LLP
-----------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE        Class IA    Seeks to achieve a total return before      .   AXA Equitable
  GOVERNMENT BOND                  expenses that approximates the total            Funds Management
                                   return performance of the Barclays              Group, LLC
                                   Intermediate U.S. Government Bond           .   SSgA Funds
                                   Index, including reinvestment of                Management, Inc.
                                   dividends, at a risk level consistent with
                                   that of the Barclays Intermediate U.S.
                                   Government Bond Index.
-----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL       Class IA    Seeks to achieve a total return (before     .   AllianceBernstein
  EQUITY INDEX                     expenses) that approximates the total           L.P.
                                   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/INVESCO COMSTOCK    Class IB    Seeks to achieve capital growth and         .   Invesco Advisers,
                                   income.                                         Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE      Class IB    Seeks to achieve long-term capital          .   J.P. Morgan
  OPPORTUNITIES                    appreciation.                                   Investment
                                                                                   Management Inc.
-----------------------------------------------------------------------------------------------------------------



                                      25

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------
                                                                               INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                           (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                   AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
                                                                                          
EQ/LARGE CAP GROWTH    Class IB    Seeks to achieve a total return before      .   AllianceBernstein
  INDEX                            expenses that approximates the total            L.P.
                                   return performance of the Russell 1000(R)
                                   Growth Index, including reinvestment of
                                   dividends at a risk level consistent with
                                   that of the Russell 1000(R) Growth Index.
-----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE     Class IB    Seeks to achieve a total return before      .   SSgA Funds
  INDEX                            expenses that approximates the total            Management, Inc.
                                   return performance of the Russell 1000(R)
                                   Value Index, including reinvestment of
                                   dividends, at a risk level consistent with
                                   that of the Russell 1000(R) Value Index.
-----------------------------------------------------------------------------------------------------------------
EQ/MFS                 Class IB    Seeks to achieve capital appreciation.      .   Massachusetts
  INTERNATIONAL                                                                    Financial
  GROWTH                                                                           Services Company
                                                                                   d/b/a MFS
                                                                                   Investment
                                                                                   Management
-----------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX       Class IB    Seeks to achieve a total return before      .   SSgA Funds
                                   expenses that approximates the total            Management, Inc.
                                   return performance of the Standard &
                                   Poor's Mid Cap 400 Index, including
                                   reinvestment of dividends, at a risk level
                                   consistent with that of the Standard &
                                   Poor's Mid Cap 400 Index.
-----------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET        Class IA    Seeks to obtain a high level of current     .   The Dreyfus
                                   income, preserve its assets and maintain        Corporation
                                   liquidity.
-----------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY      Class IB    Seeks to achieve capital growth.            .   Morgan Stanley
  MID CAP GROWTH                                                                   Investment
                                                                                   Management Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER         Class IB    Seeks to achieve capital appreciation.      .   OppenheimerFunds,
  GLOBAL                                                                           Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL        Class IB    Seeks to achieve maximum real return,       .   Pacific
  REAL RETURN                      consistent with preservation of capital         Investment
                                   and prudent investment management.              Management
                                                                                   Company LLC
-----------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA         Class IB    Seeks to generate a return in excess of     .   Pacific
  SHORT BOND                       traditional money market products while         Investment
                                   maintaining an emphasis on preservation         Management
                                   of capital and liquidity.                       Company LLC
-----------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS   Class IA    Seeks to achieve high current income        .   AllianceBernstein
                                   consistent with moderate risk to capital.       L.P.
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   Pacific
                                                                                   Investment
                                                                                   Management
                                                                                   Company LLC
-----------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY       Class IB    Seeks to replicate as closely as possible   .   AllianceBernstein
  INDEX                            (before expenses) the total return of the       L.P.
                                   Russell 2000 Index.
-----------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE       Class IB    Seeks to achieve long-term capital          .   T. Rowe Price
  GROWTH STOCK                     appreciation and secondarily, income.           Associates, Inc.
-----------------------------------------------------------------------------------------------------------------



                                      26

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------
                                                                               INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                           (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                                   AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
                                                                                          
EQ/UBS GROWTH AND      Class IB    Seeks to achieve total return through       .   UBS Global Asset
  INCOME                           capital appreciation with income as a           Management
                                   secondary consideration.                        (Americas) Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO         Class IB    Seeks to achieve long-term capital          .   Wells Capital
  OMEGA GROWTH                     growth.                                         Management, Inc.
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER           Class IA    Seeks to achieve long-term growth of        .   AllianceBernstein
  AGGRESSIVE EQUITY                capital.                                        L.P.
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   ClearBridge
                                                                                   Investments, LLC
                                                                               .   Marsico Capital
                                                                                   Management, LLC
                                                                               .   Scotia
                                                                                   Institutional
                                                                                   Asset Management
                                                                                   US, Ltd.
                                                                               .   T. Rowe Price
                                                                                   Associates, Inc.
                                                                               .   Westfield Capital
                                                                                   Management
                                                                                   Company, L.P.
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE      Class IB    Seeks to achieve a balance of high current  .   AXA Equitable
  BOND                             income and capital appreciation,                Funds Management
                                   consistent with a prudent level of risk.        Group, LLC
                                                                               .   BlackRock
                                                                                   Financial
                                                                                   Management, Inc.
                                                                               .   DoubleLine
                                                                                   Capital L.P.
                                                                               .   Pacific
                                                                                   Investment
                                                                                   Management
                                                                                   Company LLC
                                                                               .   SSgA Funds
                                                                                   Management, Inc.
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID       Class IB    Seeks to achieve long-term growth of        .   AllianceBernstein
  CAP GROWTH                       capital.                                        L.P.
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   Franklin
                                                                                   Advisers, Inc.
                                                                               .   Wellington
                                                                                   Management
                                                                                   Company, LLP
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID       Class IB    Seeks to achieve long-term growth of        .   AXA Equitable
  CAP VALUE                        capital.                                        Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   Diamond Hill
                                                                                   Capital
                                                                                   Management, Inc.
                                                                               .   Knightsbridge
                                                                                   Asset Management,
                                                                                   LLC
                                                                               .   Lord, Abbett &
                                                                                   Co. LLC
-----------------------------------------------------------------------------------------------------------------



                                      27

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------
                                                                         INVESTMENT MANAGER
 EQ ADVISORS TRUST -                                                     (OR SUB-ADVISER(S),    VOLATILITY
 PORTFOLIO NAME/(*)/  SHARE CLASS  OBJECTIVE                             AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------
                                                                                    
MULTIMANAGER           Class IB    Seeks to achieve long-term growth of  .   Allianz Global
  TECHNOLOGY                       capital.                                  Investors US LLC
                                                                         .   AXA Equitable
                                                                             Funds Management
                                                                             Group, LLC
                                                                         .   SSgA Funds
                                                                             Management, Inc.
                                                                         .   Wellington
                                                                             Management
                                                                             Company, LLP





----------------------------------------------------------------------------------------------------
 AIM VARIABLE
 INSURANCE FUNDS
 (INVESCO VARIABLE
 INSURANCE                                                                    INVESTMENT MANAGER
 FUNDS) - SERIES II                                                           (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                AS APPLICABLE)
----------------------------------------------------------------------------------------------------
                                                                        
INVESCO V.I. GLOBAL  The fund's investment objective is total return through  .   Invesco Advisers,
  REAL ESTATE FUND   growth of capital and current income.                        Inc.
                                                                              .   Invesco Asset
                                                                                  Management Limited
----------------------------------------------------------------------------------------------------
INVESCO V.I. HIGH    The fund's investment objective is total return,         .   Invesco Advisers,
  YIELD FUND         comprised of current income and capital appreciation.        Inc.
----------------------------------------------------------------------------------------------------
INVESCO V.I.         The fund's investment objective is long-term growth of   .   Invesco Advisers,
  INTERNATIONAL      capital.                                                     Inc.
  GROWTH FUND
----------------------------------------------------------------------------------------------------
INVESCO V.I. MID     The fund's investment objective is long-term growth of   .   Invesco Advisers,
  CAP CORE EQUITY    capital.                                                     Inc.
  FUND
----------------------------------------------------------------------------------------------------
INVESCO V.I. SMALL   The fund's investment objective is long-term growth of   .   Invesco Advisers,
  CAP EQUITY FUND    capital.                                                     Inc.




-----------------------------------------------------------------------------------------------------
 AMERICAN FUNDS
 INSURANCE SERIES(R)                                                           INVESTMENT MANAGER
 PORTFOLIO NAME -                                                              (OR SUB-ADVISER(S),
 CLASS 4 SHARES       OBJECTIVE                                                AS APPLICABLE)
-----------------------------------------------------------------------------------------------------
                                                                         
BOND FUND/SM/         The fund's investment objective is to provide as high a  .   Capital Research
                      level of current income as is consistent with the            and Management
                      preservation of capital.                                     Company



----------------------------------------------------------------------------------
 FIDELITY(R)
 VARIABLE INSURANCE
 PRODUCTS (VIP) -                                           INVESTMENT MANAGER (OR
 SERVICE CLASS 2                                            SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
FIDELITY(R) VIP      Seeks long-term capital appreciation.  .   Fidelity
  CONTRAFUND(R)                                                 Management and
  PORTFOLIO                                                     Research Company
                                                                (FMR)



----------------------------------------------------------------------------------
 GOLDMAN SACHS
 VARIABLE
 INSURANCE TRUST -                                          INVESTMENT MANAGER (OR
 SERVICE SHARES                                             SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
GOLDMAN SACHS VIT    Seeks long-term capital appreciation.  .   Goldman Sachs
  MID CAP VALUE FUND                                            Asset Management,
                                                                L.P.



--------------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE                                                                  INVESTMENT MANAGER
 PORTFOLIOS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                              AS APPLICABLE)
--------------------------------------------------------------------------------------------------
                                                                      
IVY FUNDS VIP ENERGY To seek to provide capital growth and appreciation.    .   Waddell & Reed
                                                                                Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH   To seek to provide total return through a combination  .   Waddell & Reed
  INCOME             of high current income and capital appreciation.           Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID    To seek to provide growth of capital.                  .   Waddell & Reed
  CAP GROWTH                                                                    Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------


                                      28

                        CONTRACT FEATURES AND BENEFITS








----------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE                                                  INVESTMENT MANAGER
 PORTFOLIOS                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
IVY FUNDS VIP SMALL  To seek to provide growth of capital.  .   Waddell & Reed
  CAP GROWTH                                                    Investment
                                                                Management
                                                                Company (WRIMCO)



----------------------------------------------------------------------------------
 LAZARD RETIREMENT
 SERIES, INC. -                                             INVESTMENT MANAGER
 SERVICE SHARES                                             (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------
                                                      
LAZARD RETIREMENT    Seeks long-term capital appreciation.  .   Lazard Asset
  EMERGING MARKETS                                              Management LLC
  EQUITY PORTFOLIO




-----------------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS -                                                            INVESTMENT MANAGER
 SERVICE CLASS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                 AS APPLICABLE)
-----------------------------------------------------------------------------------------------------
                                                                         
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts
  INTERNATIONAL      appreciation.                                                 Financial
  VALUE PORTFOLIO                                                                  Services Company
-----------------------------------------------------------------------------------------------------
MFS(R) INVESTORS     The fund's investment objective is to seek capital        .   Massachusetts
  TRUST SERIES       appreciation.                                                 Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts
  MASSACHUSSETS      appreciation.                                                 Financial
  INVESTORS GROWTH                                                                 Services Company
  STOCK PORTFOLIO
-----------------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY    The fund's investment objective is to seek capital        .   Massachusetts
  PORTFOLIO          appreciation.                                                 Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------
MFS(R) UTILITIES     The fund's investment objective is to seek total return.  .   Massachusetts
  SERIES                                                                           Financial
                                                                                   Services Company




------------------------------------------------------------------------------------------------------
 VAN ECK VIP TRUST                                                              INVESTMENT MANAGER
 - S CLASS                                                                      (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                  AS APPLICABLE)
------------------------------------------------------------------------------------------------------
                                                                          
VAN ECK VIP GLOBAL   Seeks long-term capital appreciation by investing          .   Van Eck
  HARD ASSETS FUND   primarily in hard asset securities. Income is a secondary      Associates
                     consideration.                                                 Corporation
------------------------------------------------------------------------------------------------------


(1)This Portfolio will be available on or about May 22, 2015, subject to
   regulatory and shareholder approval.


(*)This information reflects the variable investment options name changes
   effective on or about May 22, 2015, subject to regulatory approval. The
   chart below reflects the variable investment options names in effect until
   on or about May 22, 2015.




--------------------------------------------------------
     VARIABLE INVESTMENT OPTION NAME UNTIL MAY 22, 2015
--------------------------------------------------------
  
(2)   EQ/AllianceBernstein Dynamic Wealth Strategies
--------------------------------------------------------
(3)   EQ/AllianceBernstein Small Cap Growth
--------------------------------------------------------





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 THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.

                                      29

                        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 in "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. The rate may be
different depending upon certain factors including the type and series of your
contract and when the allocation is made. 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 annual minimum guaranteed interest rate for the calendar year, and

(3)the current interest rate.

We set current interest rates periodically, according to our procedures that we
have in effect at the time. All interest rates are effective annual rates, but
before deduction of annual administrative charges or any withdrawal charges.


The annual minimum guaranteed interest rate for 2015 ranges from 1.00% to 3.00%
depending on the lifetime guaranteed minimum rate of your contract. Depending
on your contract type, contract series, and the state where your contract is
issued, the lifetime minimum guaranteed interest rate ranges from 1.00% to
3.00% (may be 4.00% for series 100 NQ contracts in certain states). The
lifetime minimum guaranteed interest rate is shown in your contract. The annual
minimum guaranteed interest rate will never be less than the lifetime minimum
guaranteed interest rate. Current interest rates will never be less than the
annual minimum guaranteed interest rate.


FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years (one to seven in Oregon). 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 points in time there may
be no fixed maturity options available. You can allocate your contributions to
one or more of these fixed maturity options. However, you may not allocate more
than one contribution to any one fixed maturity option. These amounts become
part of a non-unitized separate account. They will accumulate interest at the
"rate to maturity" for each fixed maturity option. The total amount you
allocate to and accumulate in each fixed maturity option is called the "fixed
maturity amount." Your financial professional can provide you with the approval
status of the fixed maturity options in your state.

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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 currently offer fixed maturity
options ending on June 15th for maturity years ranging from one through ten
(seven in Oregon). Not all fixed maturity options will be available for
annuitant ages 76 and above. See "Allocating your contributions" below. As
fixed maturity options expire, we expect to add maturity years so that
generally ten fixed maturity options are available at any time.

We will not accept allocations to a fixed maturity option if on the date the
contribution is to be applied:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" below would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)withdraw the maturity value (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 next
available fixed maturity option (or another investment option if we are
required to do so by any state regulation). As of February 17, 2015, the next
available maturity date was June 15, 2024 (see "About our fixed maturity
options" in "More information" later in this Prospectus). We may change our
procedures in the future.


MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination 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. 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.

                                      30

                        CONTRACT FEATURES AND BENEFITS







In general, if 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 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 II at the end of this prospectus provides an example
of how the market value adjustment is calculated.

SELECTING YOUR INVESTMENT METHOD

You must choose one of the following methods for selecting your investment
options:

..   MAXIMUM INVESTMENT OPTIONS CHOICE. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A and B in the investment options chart. You can make transfers
    whenever you choose. However, there will be restrictions on the amount you
    can transfer out of the guaranteed interest option listed in A.

..   MAXIMUM TRANSFER FLEXIBILITY. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A in the investment options chart and no transfer restrictions
    will apply.

TEMPORARY REMOVAL OF TRANSFER RESTRICTIONS THAT APPLY TO THE INVESTMENT
METHODS. From time to time, we may remove certain restrictions that apply to
your investment method. If we do so, we will tell you. For example, if you
elect the "Maximum investment options choice" method, for a limited time, there
will be no restrictions on the amount you can transfer out of the guaranteed
interest option listed in group "A." If you elect the "Maximum transfer
flexibility" method, for a limited time, you will be able to use the fixed
income variable investment options listed in group "B" as well as the fixed
maturity options.

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 you elect the "Maximum investment options choice" method, limits on
transfers out of the guaranteed interest option will again apply. If you elect
the "Maximum transfer flexibility" method, you will no longer be permitted to
allocate new contributions to, or transfer amounts into the variable investment
options in group "B" (including through our rebalancing program) or the fixed
maturity options. However, amounts that are in any investment options that are
not available under "Maximum transfer flexibility" can remain in these options.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/High Yield Bond

.. EQ/Intermediate Government Bond


.. EQ/Money Market

.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(*)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value

.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities

.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index




.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth


.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology



.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------

INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA/Templeton Global Equity Managed Volatility

.. EQ/Emerging Markets Equity PLUS

.. EQ/International Equity Index

.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(*)/
.. AXA Aggressive Allocation
.. AXA Balanced Strategy
.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Moderate Allocation
.. AXA Moderate Growth
  Strategy
.. AXA Moderate-Plus Allocation
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(*)/

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

(*)Please see the "Portfolios of Trusts" earlier in this prospectus regarding
   name changes and the availability of a new investment option, subject to
   regulatory and/or shareholder approval.


                                      31

                        CONTRACT FEATURES AND BENEFITS






The Target Allocation investment options are expected to invest more heavily in
fixed income securities as they approach their respective target dates, and
thereafter. As each Target Allocation investment option reaches its respective
target date, we reserve the right to make it a group "B" investment option.
Please note that if you select the "Maximum transfer flexibility" method, and
you allocate any contributions or account value to any of the Target Allocation
investment options, you will be deemed to have changed to the "maximum
investment option choice" method. This change to your investment method will
occur when you change your allocation instruction to include a Target
Allocation investment option or when you make a transfer to a Target Allocation
investment option that has been reassigned. We will notify you of this change
in writing. Please note that if this occurs, the number of variable investment
options available to you will increase. In other words, the "B" investment
options will be available to you. However, your ability to transfer out of the
guaranteed interest option will be limited.

If you select the "maximum transfer flexibility" method but have not included
any of the Target Allocation investment options among your allocations, you
will not be changed to the alternate method but those options will no longer be
available to you.

You may choose from any of the investment options available under your
investment method. In all cases, if any of the options listed in B in the chart
referenced above are selected, you will be subject to the restrictions on
transfers out of the guaranteed interest option that apply under the maximum
investment options choice investment method.

ALLOCATING YOUR CONTRIBUTIONS

Once you have made your investment method choice, you may allocate your
contributions to one or more, or all of the investment options that you have
chosen, subject to any restrictions under the investment method you chose.
However, you may not allocate more than one contribution to any one fixed
maturity option. If the annuitant is age 76 or older, you may only allocate
contributions to fixed maturity options with maturities of five years or less.
Allocations must be in whole percentages and you may change your allocation
percentages at any time. However, the total of your allocations must equal
100%. Once your contributions are allocated to the investment options, they
become part of your account value. We discuss account value in "Determining
your contract's value" later in this Prospectus. After your contract is issued,
you may request that we add or eliminate any variable investment options that
result in transfer restrictions. We reserve the right to deny your request. See
"Transferring your money among investment options" later in this Prospectus.

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. Your AXA Advisors' financial professional 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.

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 directly to our processing office within 10 days after you receive it.
In some states, this "free look" period may be longer.

For contributions allocated to the variable investment options, your refund
will equal your contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, your refund will equal the amount of the contribution
allocated to the fixed maturity options reflecting any positive or negative
market value adjustments. Some states require that we refund the full amount of
your contribution (not including any investment gain or loss, interest, or
market value adjustment). For contributions allocated to the guaranteed
interest option, your refund will equal the amount of the contribution. For an
IRA contract returned to us within seven days after you receive it, we are
required to refund the full amount of your contribution.

We may require that you wait six months before you 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.

Also, if you fully or partially convert an existing traditional IRA contract to
a Roth IRA or Roth Advantage, you may cancel your Roth IRA or Roth Advantage
contract and return to a traditional IRA contract. Our processing office, or
your financial professional, can provide you with the cancellation
instructions. Ask for the form entitled "EQUI-VEST(R) Roth IRA
Re-Characterization Form."

In addition to the cancellation right described above, you have the right to
surrender your contract, rather than cancel it. Please see "Surrender of 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 for possible consequences of
cancelling your contract.

                                      32

                        CONTRACT FEATURES AND BENEFITS





2. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the: (i) values you have allocated to the
variable investment options; (ii) the guaranteed interest option; and (iii) the
market adjusted amounts you have in the fixed maturity options. These amounts
are subject to certain fees and charges discussed under "Charges and expenses"
later in this Prospectus.

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) any
applicable withdrawal charges and (ii) the total amount or a pro rata portion
of the annual administrative charge. Please see "Surrender of 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.

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

The unit value for each variable investment option depends on the investment
performance of that option minus daily charges for mortality and expense risks
and other expenses. 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;

(ii)decreased to reflect a withdrawal (plus applicable withdrawal charges); or

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

In addition, the annual administrative charge or third-party transfer or
exchange charge, will reduce the number of units credited to your contract. 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
and transfers 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 a
fixed maturity option will equal its maturity value, provided there have been
no withdrawals or transfers.

                                      33

                       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 must transfer at least $300 of account value or, if less, the entire
    amount in the investment option. We may waive the $300 requirement.

..   You may not transfer to a fixed maturity option in which you already have
    value.

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


..   If the annuitant is age 76 or older, you must limit your transfers to fixed
    maturity options with maturities of five years or less. As of
    February 18, 2015, not all maturities were available. You may not transfer
    to a fixed maturity option if its maturity date is 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 will cause a market value adjustment.

..   If you choose the maximum investment options choice method for selecting
    investment options (including if you have been deemed to have selected that
    method as a result of a Target Allocation investment option in which you
    are invested becoming a group "B" option as described under "Selecting your
    investment method" in "Contract features and benefits" earlier in this
    Prospectus) the maximum amount you may transfer in any contract year from
    the guaranteed interest option to any other investment option is (a) 25% of
    the amount you had in the guaranteed interest option on the last day of the
    prior contract year or, if greater, (b) the total of all amounts you
    transferred from the guaranteed interest option to any other investment
    option in the prior contract year.

..   If you transfer money from another financial institution into the
    guaranteed interest option during your first contract year, and if you have
    selected the maximum investment options method (including if you have been
    deemed to have selected that method as a result of a Target Allocation
    investment option in which you are invested becoming a group "B" option as
    described under "Selecting your investment method" in "Contract features
    and benefits" earlier in this Prospectus) you may, during the balance of
    that contract year, transfer up to 25% of such initial guaranteed interest
    option balance to any other investment option.

Upon advance notice to you, we may change or establish additional restrictions
on transfers among the investment options, including limitations on the number,
frequency, or dollar amount of transfers. A transfer request does not change
your percentages for allocating current or future contributions among the
investment options. Our current transfer restrictions are set forth in the
"Disruptive transfer activity" section below.

You may request a transfer in writing or by telephone using TOPS or online
using Online Account Access. You must send in all signed written requests
directly to our processing office. Transfer requests should specify:

(1)the contract number,

(2)the dollar amounts to be transferred, and

(3)the investment options to and from which you are transferring.

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.

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

                                      34

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






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 "affiliated trusts"), as
well as investment options with underlying portfolios of outside trusts with
which AXA Equitable has entered participation agreements (the "unaffiliated
trusts" and, collectively with the affiliated trusts, the "trusts"). The
affiliated 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 affiliated trust obtains from us contract
owner trading activity. The affiliated 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.

When a contract owner 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.

Each unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity. 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. 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.

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.

AUTOMATIC TRANSFER OPTIONS

INVESTMENT SIMPLIFIER

Our Investment simplifier program allows you to choose from two automatic
options for transferring amounts from the guaranteed interest option to the
variable investment options. The transfer options are the "fixed-dollar option"
and the "interest sweep." You may select one or the other but not both. If you
elect to use rebalancing option II (discussed below), you may not choose either
of the investment simplifier options.

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 on a monthly basis. You can specify the
number of monthly transfers or instruct us to continue to make monthly
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. You also must elect to transfer at least $50 per month. The
fixed-dollar option is subject to the guaranteed interest option transfer
limitation described above.

INTEREST SWEEP. Under the interest sweep, we will make transfers on a monthly
basis from amounts in the guaranteed interest option. 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 and on the last
business day of each month thereafter to participate in the interest sweep
option.

The fixed-dollar option and interest sweep feature are forms of dollar-cost
averaging. Dollar-cost averaging allows you to gradually allocate amounts to
the variable investment options by periodically transferring approximately the
same dollar amount to the variable investment options you select. This 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. This plan of investing, however, does not guarantee that
you will earn a profit or be protected against losses.

                                      35

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







WHEN YOUR PARTICIPATION IN THE INVESTMENT SIMPLIFIER WILL END. Your
participation in the investment simplifier option will end:

..   Under the fixed-dollar option, when either the number of designated monthly
    transfers have been completed or the amount you have available in the
    guaranteed interest option has been transferred out.

..   Under the interest sweep, when the amount you have in the guaranteed
    interest option falls below $7,500 (determined on the last business day of
    the month) for two months in a row.

..   Under either option, on the date we receive at our processing office, your
    written request to cancel automatic transfers, or on the date your contract
    terminates.

REBALANCING YOUR ACCOUNT VALUE

Our rebalancing program offers two options that you can use to automatically
reallocate your account value. Option I permits reallocation among the variable
investment options only and option II permits reallocation among the variable
investment options and the guaranteed interest option. To enroll in the asset
rebalancing program, you must notify us in writing by completing our asset
rebalancing form, instructing us:

(a)in whole percentages only, the percentage you want invested in each variable
   investment option (and the guaranteed interest option, if applicable), and

(b)how often you want the rebalancing to occur (quarterly, semi-annually, or
   annually).

While your rebalancing program is in effect, we will transfer amounts among
each variable investment option (and the guaranteed interest option, if
applicable), so that the percentage of your account value that you specify is
invested in each option at the end of each rebalancing date. Your entire
account value in the variable investment options (and guaranteed interest
option, if applicable) must be included in the rebalancing program. Currently,
we permit rebalancing of up to 20 investment options. Transfer restrictions out
of the guaranteed interest option may apply in accordance with the last two
bullets under "Transferring your account value" above in this section. The
initial transfer under the rebalancing program (based on your account value as
of the day before the program is established) is not permitted to cause the
transfer restrictions to be violated, and any rebalancing election that would
be a violation of the transfer restrictions will not be put into effect.
However, if the program can be established, once it is in effect, the transfer
restrictions will be waived for the rebalancing transfers.

--------------------------------------------------------------------------------
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 AND/OR
FINANCIAL ADVISER BEFORE ELECTING THE PROGRAM.
--------------------------------------------------------------------------------

To be eligible, you must have (i) at least $5,000 of account value in the
variable investment options for option I, or (ii) at least $5,000 of account
value in the variable investment options and the guaranteed interest option,
combined for option II. Rebalancing is not available for amounts you have
allocated in the fixed maturity options. We may waive this $5,000 requirement.

If you elect to use option II, you may not choose either of the investment
simplifier automatic options.

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.



                                      36

               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. For the tax consequences of taking
withdrawals, see "Tax information" later in this Prospectus.

METHOD OF WITHDRAWAL



--------------------------------------------------------------------------------------------
                                                                                  MINIMUM
                         CONTRACT                            PARTIAL SYSTEMATIC DISTRIBUTION
--------------------------------------------------------------------------------------------
                                                                       
NQ                                                             Yes      Yes         No
--------------------------------------------------------------------------------------------
Traditional IRA                                                Yes      Yes         Yes
--------------------------------------------------------------------------------------------
QP IRA                                                         Yes      Yes         Yes
--------------------------------------------------------------------------------------------
Roth Advantage                                                 Yes      Yes         No
--------------------------------------------------------------------------------------------
Roth IRA                                                       Yes      Yes         No
--------------------------------------------------------------------------------------------


PARTIAL WITHDRAWALS
(ALL CONTRACTS)

You may take partial withdrawals from your account value at any time while the
annuitant is living and before annuity payments begin. The minimum amount you
may withdraw at any time is $300. If you request a withdrawal that leaves you
with an account value of less than $500, we may treat it as a request to
surrender the contract for its cash value. See "Surrender of your contract to
receive its cash value" below.

Partial withdrawals in excess of the 10% free withdrawal amount may be subject
to a withdrawal charge. See "10% free withdrawal amount" in "Charges and
expenses" later in this Prospectus.

SYSTEMATIC WITHDRAWALS
(ALL CONTRACTS)

You may take systematic withdrawals on a monthly or quarterly basis. The
minimum amount you may take for each withdrawal is $250. 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. If you do not
select a date, your withdrawals will be made on the first business day of the
month. A check for the amount of the withdrawal will be mailed to you or, if
you prefer, we will electronically transfer the money to your checking or
savings account.

You may withdraw either the amount of interest earned in the guaranteed
interest option or a fixed-dollar amount from either the variable investment
options or the guaranteed interest option. If you elect the interest option, a
minimum of $20,000 must be maintained in the guaranteed interest option. If you
elect the fixed-dollar option, you do not have to maintain a minimum amount.

If you choose to have a fixed dollar amount taken from the variable investment
options and/or the guaranteed interest option, you may elect to have the amount
of the withdrawal subtracted from your account value in one of three ways:

(1)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (without exhausting your values in
   those options). Once the requested amount is greater than your account
   value, the systematic withdrawal program will terminate.

(2)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (until your account value is
   exhausted). Once the requested amount leaves you with an account value of
   less than $500, we will treat it as a request to surrender your contract.

(3)You may specify a dollar amount from one variable investment option or the
   guaranteed interest option. If you choose this option and the value in the
   investment option drops below the requested withdrawal amount, the requested
   withdrawal amount will be taken on a pro rata basis from all remaining
   investment options in which you have value. Once the requested amount leaves
   you with an account value of less than $500, we will treat it as a request
   to surrender your contract.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You can cancel the systematic withdrawal option at any time.

Amounts withdrawn in excess of the 10% free withdrawal amount may be subject to
a withdrawal charge.

LIFETIME MINIMUM DISTRIBUTION WITHDRAWALS
(TRADITIONAL IRA AND QP IRA CONTRACTS -- SEE "TAX INFORMATION" LATER IN THIS
PROSPECTUS)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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 your withdrawal exceeds the free withdrawal
amount. You may choose instead an annuity payout option. Before electing an
account-based withdrawal option, please refer to "Required minimum
distributions" under "Individual Retirement Arrangements ("IRAs")" in "Tax
information" later in this Prospectus. Also, the actuarial present value of
additional contract benefits must be added to the account value in calculating
required minimum distribution withdrawals, which could increase the amount
required to be withdrawn. For this purpose additional annuity contract benefits
may include enhanced death benefits.

You may elect our RMD automatic withdrawal option in the year in which you
reach age 70 1/2 or in any later year. To elect this option, you must have
account value in the variable investment options and the guaranteed interest
option of at least $2,000. The minimum amount we will pay out is $300, or if
less, your account value. If your

                                      37

                             ACCESSING YOUR MONEY






account value is less than $500 after the withdrawal, we may terminate your
contract and pay you its cash value. Currently, minimum distribution withdrawal
payments will be made annually.

Currently, we do not impose a withdrawal charge on minimum distribution
withdrawals if you are enrolled in our RMD automatic withdrawal option. The
minimum distribution withdrawal will be taken into account in determining if
any subsequent withdrawal taken in the same contract year exceeds the 10% free
withdrawal amount.

--------------------------------------------------------------------------------
WE WILL SEND TO TRADITIONAL IRA AND QP IRA OWNERS A FORM OUTLINING THE MINIMUM
DISTRIBUTION OPTIONS AVAILABLE IN THE YEAR YOU REACH AGE 70 1/2 (IF YOU HAVE
NOT BEGUN YOUR ANNUITY PAYMENTS BEFORE THAT TIME).
--------------------------------------------------------------------------------

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your values in the investment options. A market value adjustment
will apply if withdrawals are taken from the fixed maturity options.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from a traditional
IRA or QP IRA contract, you may use our automatic deposit service.

Under this service, we will automatically deposit the Required Minimum
Distribution payment from your traditional IRA or QP IRA contract directly into
an EQUI-VEST(R) NQ or Roth IRA or an EQUI-VEST(R) Express/SM/ (if available in
your state) NQ or Roth IRA contract, according to your allocation instructions.
Please note that you must have compensation or earned income for the year of
the contribution to make regular contributions to Roth IRAs. See "Tax
information -- Roth IRAs" later in this Prospectus.

DEPOSIT OPTION FOR NQ CONTRACTS ONLY

If available, you may elect the deposit option for your benefit while you are
alive, or for the benefit of your beneficiary.

If this option is available, proceeds from your NQ contract can be deposited
with us for a period you select, but no longer than five years. We will hold
the amounts in our general account. We will credit interest on the amounts at a
guaranteed rate for the specified period using our then current rate for this
option. We will pay out the interest on the amount deposited at least once each
year.

If you elect this option for your benefit, you deposit the amount with us that
you would otherwise apply to an annuity payout option. If you elect this option
for your beneficiary before the annuitant's death, death benefit proceeds may
be left on deposit with us subject to certain restrictions, instead of being
paid out to the beneficiary.

Other restrictions apply to the deposit option. We may remove this payout
option at any time. Your financial professional can provide more information
about this option and whether it is available, or you may call our processing
office.

SURRENDER OF 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. 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 that date.

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. We
will usually pay the cash value within seven calendar days, but we may delay
payment as described in "When to expect payments" below. For the tax
consequences of surrenders, see "Tax information" later in this Prospectus.

TERMINATION

We may terminate your contract and pay you the cash value if:

(1)your account value is less than $500 and you have not made contributions to
   your contract for a period of three years; or

(2)you request a partial withdrawal that reduces your account value to an
   amount less than $500; or

(3)you have not made any contributions within 120 days from your contract date.

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 payout option, payment of a death benefit, payment of any
amount you withdraw (less any withdrawal charge) and, upon surrender or
termination, 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 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 values in the guaranteed interest
option and the fixed maturity options (other than for death benefits) for up to
six months while you are living.

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 EQUI-VEST(R) provide for conversion to
payout status at or before the contract's "maturity date." This is called
annuitization. When your contract is annuitized, your EQUI-VEST(R) contract and
all its benefits terminate and will be converted to a supplemental payout
annuity contract ("payout option") that provides for periodic payments for life
or for a specified period of time. In general, the periodic payment amount is
determined by the account

                                      38

                             ACCESSING YOUR MONEY






value or cash value of your EQUI-VEST(R) contract at the time of annuitization
and the annuity purchase factor to which that value is applied, as described
below. 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 EQUI-VEST(R) 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 may
offer other payout options not outlined here. Your financial professional can
provide details.

You can choose from among the annuity payout options listed below. Restrictions
may apply, depending on the type of contract you own and the annuitant's age 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.

ANNUITY PAYOUT OPTIONS


                                           
-------------------------------------------------------------------------------------------
Fixed annuity payout options                  .   Life annuity
                                              .   Life annuity with period certain
                                              .   Life annuity with refund certain
                                              .   Period certain annuity
-------------------------------------------------------------------------------------------
Variable Immediate Annuity payout options     .   Life annuity (not available in NY)
  (described in a separate prospectus for     .   Life annuity with period certain
  this option)
-------------------------------------------------------------------------------------------

..   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 or the joint life
    expectancy of the annuitant and the joint annuitant. 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 or the annuitant's life expectancy.

..   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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. This guarantee period may
    not exceed the annuitant's life expectancy. 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. 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, to the
survivor for life. We may offer other payout options not outlined here. Your
financial professional can provide details.

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments that 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.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable income annuity
payout option. The amount of each variable income annuity payment will
fluctuate, depending upon the performance of the variable investment options,
and whether the actual rate of investment return is higher or lower than an
assumed base rate.

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

PARTIAL ANNUITIZATION

Partial annuitization of nonqualified deferred annuity contracts is permitted
under certain circumstances. You may choose from the annuity payout options
described here, but if you choose a period certain annuity payout, the certain
period must be for 10 years or more. We require you to elect partial
annuitization on the form we specify. For purposes of this contract we will
effect any partial annuitization as a withdrawal applied to a payout annuity.
See "Withdrawing your account value" above. See also the discussion of "Partial
annuitization" under "Taxation of nonqualified annuities" in "Tax 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. Unless you choose a different
payout option, we will pay annuity payments under a life annuity with a period
certain of 10 years. You

                                      39

                             ACCESSING YOUR MONEY






choose whether these payments will be either fixed or variable. The contract
owner and annuitant must meet the issue age and payment requirements.

You can choose the date annuity payments are to begin, but generally it may not
be earlier than thirteen months from the EQUI-VEST(R) contract date. You can
change the date your annuity payments are to begin anytime before that date as
long as you do not choose a date later than the 28th day of any month or later
than your EQUI-VEST(R) contract's maturity date. Your EQUI-VEST(R) contract's
maturity date is the date by which you must either take a lump sum withdrawal
or select an annuity payout option. The maturity date is generally the
EQUI-VEST(R) contract date anniversary that follows the annuitant's 90th
birthday. This may be different in some states.

We will send you a notice with your contract statement one year prior to your
maturity date. Once you have selected an annuity payout option and payments
have begun, no change can be made other than transfers among the variable
investment options if a variable immediate annuity is selected. If you do not
respond to the notice within the 30 days following your maturity date, your
contract will be annuitized automatically.

We currently offer different payment frequencies on certain annuity payout
options. In general, the total annual payout will be lower for more frequent
payouts (such as monthly) because of the increased administrative expenses
associated with more frequent payouts. Also, in general, the longer the period
over which we expect to make payments, the lower will be your payment each year.

The amount of the annuity payments will depend on:

(1)the amount applied to purchase the annuity;

(2)the type of annuity chosen, and whether it is fixed or variable;

(3)in the case of a life annuity, the annuitant's age (or the annuitant's and
   joint annuitant's ages); and

(4)in certain instances, the sex of the annuitant(s).

The amount applied to provide the annuity payments will be (1) the account
value for any life annuity form, or (2) the cash value for any annuity certain
(an annuity form that does not guarantee payments for a person's lifetime)
except that if the period certain is more than five years, the amount applied
will be no less than 95% of the account value.

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.

Please see Appendix III later in this Prospectus for state variations.

EQUI-VEST(R) AT RETIREMENT/SM/ AND AT RETIREMENT/SM/

If you have a traditional IRA, Roth IRA, QP IRA, or NQ contract, you may be
eligible to convert your EQUI-VEST(R) contract to a new EQUI-VEST(R) At
Retirement/SM/ contract (or a new At Retirement/SM/ contract, in New York).
EQUI-VEST(R) At Retirement/SM/ is a deferred variable annuity contract that
offers living benefits (Guaranteed withdrawal benefit for life or Guaranteed
minimum income benefit) and enhanced death benefits. At Retirement/SM/ is a
deferred variable annuity contract that offers a Guaranteed withdrawal benefit
for life. Neither the EQUI-VEST(R) At Retirement/SM/ contract nor the At
Retirement/SM/ contract has any withdrawal charges.

At the time of conversion, you must meet the following conditions in order to
qualify for this conversion offer. You must be between the ages of 55 and 85,
your contract must have an account value of at least $50,000, you must purchase
at least one of the living or enhanced death benefits, there can be no
withdrawal charges applicable under your existing EQUI-VEST(R) contract, and no
rollover/direct transfer contributions can have been made to the existing
contract in the two contract years prior to the date you apply for the new
contract. The written application for the new EQUI-VEST(R) At Retirement/SM/ or
At Retirement/SM/ contract must be received by our processing office no later
than the close of business on December 31, 2016 or such later date as we state
in writing to you. The EQUI-VEST(R) At Retirement/SM/ contract or At
Retirement/SM/ contract and its benefits, including the charges for such
benefits are described in a separate prospectus.

                                      40

                             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

..   A charge for other expenses

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 the last day of the contract year an annual administrative charge, if
    applicable

..   Charge for third-party transfer or exchange (series 300, 400 and 500 only)

..   Charges for certain optional special services

..   At the time you make certain withdrawals or surrender your contract, or
    your contract is terminated -- a withdrawal charge, if applicable

..   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. The charges differ
depending on which contract series you purchase.

We will not increase these charges for the life of your contract, except as
noted below. We may reduce certain charges under group or sponsored
arrangements. See "Group or sponsored arrangements" below.

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.

CHARGES UNDER THE CONTRACTS

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 death benefit.

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 benefits than we planned. For series 300, 400 and
500, we may change the actuarial basis for our guaranteed annuity payment
tables, but only for new contributions and only at five year intervals from the
contract date. Lastly, we assume a mortality risk to the extent that at the
time of death, the guaranteed death benefit exceeds the cash value of the
contract.

The expense risk we assume is the risk that our expenses in providing the
benefits and administering the contracts will be greater than we expect.

To the extent that the mortality and expense risk charges are not needed to
cover the actual expenses incurred, they may be considered an indirect
reimbursement for certain sales and promotional expenses relating to the
contracts.

For each series the daily charge is a percentage of net assets that is
equivalent to an annual rate of:

..   1.10% current and maximum in each variable investment option under series
    300 contracts

..   1.10% current and 1.75% maximum in each variable investment option under
    series 400 contracts

..   1.20% current and 1.75% maximum in each variable investment option under
    series 500 contracts

..   0.56% current and 0.65% maximum under series 100 contracts, and 1.15%
    current and 1.24% maximum under series 200 contracts in the EQ/Common Stock
    Index and EQ/Money Market options

..   0.50% current and maximum under series 100 contracts, and 1.09% current and
    maximum under series 200 contracts for all other variable investment options

CHARGE FOR OTHER EXPENSES

We deduct this daily charge from the net assets in each variable investment
option. This charge, together with the annual administrative charge described
below, is for providing administrative and financial accounting services under
the contracts.

The daily charge is equivalent to a maximum annual rate of:

(i)under series 300, 400 and 500 contracts, 0.25% of the net assets in each
   variable investment option. For all variable investment options under series
   300 and 400 other than the AXA Moderate Allocation, Multimanager Aggressive
   Equity, EQ/Common Stock Index and EQ/Money Market options, we currently
   deduct 0.24% of the net assets. We may, upon advance notice to you, increase
   the charge to 0.25% of the net assets for these variable investment options;

(ii)under series 100 contracts, 0.84% of the net assets in each variable
    investment option. 0.60% of this charge is designed to reimburse us for
    research and development costs and for administrative expenses that are not
    covered by the annual administrative charge described below. The remaining
    0.24% is to reimburse us for the cost of financial accounting services we
    provide under the contracts;

(iii)under series 200 contracts, the charge for expenses and financial
     accounting is 0.25% of the net asset value in each variable investment
     option.

                                      41

                             CHARGES AND EXPENSES







MAXIMUM TOTAL CHARGES

Under series 500 contracts, the total annual rate for the above charges is
1.45%. We may increase or decrease this total annual rate, but we may not
increase it above a maximum rate of 2.00%. We will only make any increase after
we have sent you advance notice. Any increase or decrease will apply only after
the date of the change. Any changes we make will reflect differences in costs
and anticipated expenses, and will not be unfairly discriminatory.

Total Separate Account A annual expenses of the variable investment options
(not including the Trusts fees and other expenses) are guaranteed not to exceed
a total annual rate of (i) 1.35% for series 300; (ii) 1.49% for series 100 and
200 for the EQ/Common Stock Index and EQ/Money Market options; (iii) 1.34% for
all the other options not listed in (ii) for series 100 and 200; and (iv) 2.00%
for series 400.

Under series 100 and 200 contracts for the AXA Moderate Allocation,
Multimanager Aggressive Equity, EQ/Common Stock Index and EQ/Money Market
options, the combined amount of the Separate Account A charges to these
variable investment options and Trust charges for investment advisory fees and
direct operating expenses may not exceed a total annual rate of 1.75% of the
value of the assets held in each of those variable investment options.

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on the last business
day of each contract year. We will deduct a pro rata portion of the charge if
you surrender your contract, elect an annuity payout option, or the annuitant
dies during the contract year. The charge is deducted pro rata from the
variable investment options and the guaranteed interest option. If those
amounts are insufficient, we will make up the required amounts from the fixed
maturity options to the extent you have value in those options. Charges
deducted from the fixed maturity options are considered withdrawals and, as
such, will result in a market value adjustment.

Under series 300, 400 and 500, during the first two contract years, the charge
is equal to $30 or, if less, 2% of your current account value plus any amount
previously withdrawn during the contract year. The charge is currently $30 for
contract years three and later. We may increase this charge if our
administrative costs rise, but the charge will never exceed $65 annually. We
waive the charge if your account value is at least $25,000 for an NQ contract
or $20,000 for an IRA contract. We reserve the right to deduct this charge on a
quarterly, rather than annual basis.

Under series 100 and 200, the charge is equal to $30 or, if less, 2% of the
current account value plus any amount previously withdrawn during that contract
year. We waive this charge if your account value is at least $10,000.

We currently waive the annual administrative charge that would otherwise be
deducted in the next contract year under any individually owned EQUI-VEST(R)
contract/certificate having an account value that, when combined with the
account value of other EQUI-VEST(R) contracts/certificates owned by the same
person, exceeds $100,000 in the aggregate (as determined in January of each
year). This does not apply to EQUI-VEST(R) contracts/certificates owned by
different members of the same household. We may change or discontinue this
practice at any time without prior notice.

CHARGE FOR THIRD-PARTY TRANSFER OR EXCHANGE

Under series 300 (except in FL), 400 and 500 contracts, we impose a charge for
making a direct transfer of amounts from your contract to a third party, such
as in the case of a trustee-to-trustee transfer for an IRA contract, or if you
request that your contract be exchanged for a contract issued by another
insurance company. In either case, we will deduct from your account value any
withdrawal charge that applies and a charge of $65 for each direct transfer or
exchange for series 300 and 400. For series 500, we will deduct a charge of $25
($65 maximum) for each direct transfer or exchange. This charge will never
exceed 2% of the amount disbursed or transferred. We will deduct this charge
and any withdrawal charge that applies from your account value.

WITHDRAWAL CHARGE

A withdrawal charge may apply in three circumstances: (1) you make one or more
withdrawals during a contract year; (2) you surrender your contract to receive
its cash value; or (3) we terminate your contract. The amount of the charge
will depend on whether the free withdrawal amount applies, and the availability
of one or more exceptions.

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 withdrawal charges is also
subject to a withdrawal charge.

We deduct the withdrawal amount and the withdrawal charge pro rata from the
variable investment options and the guaranteed interest option. If those
amounts are insufficient, we will make up the required amounts from the fixed
maturity options. If we deduct all or a portion of the withdrawal charge from
the fixed maturity options, a market value adjustment will apply. See "About
our fixed maturity options" in "More information" later in this Prospectus.

We may reduce the withdrawal charge in order to comply with any state law
requirement. See "Contracts issued in New York -- fixed maturity options for
series 300-500" below.

FOR SERIES 100 AND 200 NQ CONTRACTS, ALL SERIES 300, 400, AND 500 CONTRACTS

The amount of the withdrawal charge we deduct is equal to 6% of contributions
withdrawn that were made in the current and five prior contract years measured
from the date of the withdrawal.

In the case of surrenders, we will pay you the greater of the following up to a
maximum of the account value:

..   the account value after any withdrawal charge has been imposed (cash
    value), or

..   the 10% free withdrawal amount plus the contributions made before the
    current and five prior participation years that have not been previously
    withdrawn plus 94% of (a) the remaining account value, minus (b) any
    administrative fees. Under series 100 and 200 NQ contracts, if the
    annuitant is age 59 or older when the contract is issued, this percentage
    will be 95% in the fifth contract year and 96% in the sixth contract year.
    There is a reduction in the withdrawal charge for older annuitants in the
    fifth and sixth contract years.

For purposes of calculating the withdrawal charge, amounts withdrawn up to the
10% free withdrawal amount are not considered a withdrawal of any contribution.
We also treat contributions that have

                                      42

                             CHARGES AND EXPENSES






been invested the longest as being withdrawn first. We treat contributions as
withdrawn before earnings for purposes of calculating the withdrawal charge.
However, the federal income tax rules treat earnings under most NQ contracts as
withdrawn first. See "Tax information" later in this Prospectus.

FOR SERIES 100 AND 200 TRADITIONAL IRA, QP IRA AND ROTH IRA

The withdrawal charge equals a percentage of the amount withdrawn. The
percentage that applies depends on the contract year in which the withdrawal is
made, according to the following table:



-------------------------------------------------------------
      CONTRACT YEAR(S)                    CHARGE
-------------------------------------------------------------
                            

         1 through 5                      6%/(1)/

         6 through 8                         5

              9                              4

             10                              3

             11                              2

             12                              1

        13 and later                         0
-------------------------------------------------------------

(1)This percentage may be reduced at older ages for certain contracts. Your
   financial professional can provide further details about the contract series
   you own.

The total of all withdrawal charges assessed will not exceed 8% of all
contributions made during the current contract year and the nine contract years
before the withdrawal is made.

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

We reserve the right to reduce or waive the withdrawal charge including
transfers to a traditional IRA, QP IRA and Roth IRA from another EQUI-VEST(R)
contract. Any such charge will not be unfairly discriminatory. The withdrawal
charge may be reduced in order to comply with any state law requirement.

WHEN WITHDRAWAL CHARGES DO NOT APPLY

..   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 time you
    request a withdrawal, minus any other withdrawals made during the contract
    year. For series 100 and 200 traditional IRA and Roth IRA contracts, the
    10% free withdrawal amount described above will be available after the
    third contract year or you attain age 59 1/2. (Currently we are waiving
    this restriction.)

For existing contract owners, if you have QP IRA contract number 11933I (series
100), the 10% free withdrawal amount described above was available after the
third contract year. If you have QP IRA contract number 92QPI (series 200), the
free withdrawal amount was available in the first contract year.

FOR SERIES 100 AND 200 CONTRACTS

(i)For NQ contracts, the withdrawal charge does not apply if:

  .   the annuitant dies and a death benefit is payable to the beneficiary; or

  .   we receive a properly completed election form providing for the entire
      account value to be used to buy a life annuity payout option.

(ii)For a traditional IRA, QP IRA and Roth IRA the withdrawal charge does not
    apply:

  .   after five contract years and the annuitant is at least age 59 1/2; or

  .   if you request a refund of an excess contribution within one month of the
      date on which the contribution is made; or

  .   the annuitant dies and the death benefit is made available to the
      beneficiary; or

  .   after five contract years and the annuitant is at least age 55 and the
      amount withdrawn is used to purchase from us a period certain annuity
      that extends beyond the annuitant's age 59 1/2 and allows no prepayment;
      or

  .   after three contract years and the amount withdrawn is used to purchase
      from us a period certain annuity for a term of at least 10 years and
      allows no prepayment; or

  .   if the amount withdrawn is applied to the election of a life contingent
      annuity payout option.

FOR SERIES 300, 400 AND 500 CONTRACTS

(i)DEATH OR PURCHASE OF ANNUITY. The withdrawal charge does not apply if:

   (a)the annuitant dies and a death benefit is payable to the beneficiary; or

   (b)we receive a properly completed election form providing for the entire
      account value to be used to buy a life contingent annuity or a non-life
      annuity with a period certain for a term of at least ten years.

(ii)DISABILITY, TERMINAL ILLNESS, OR CONFINEMENT TO NURSING HOME.

   The withdrawal charge also does not apply if:

   (a)The annuitant has qualified to receive Social Security disability
      benefits as certified by the Social Security Administration; or

   (b)We receive proof satisfactory to us (including certification by a
      licensed physician) that the annuitant's life expectancy is six months or
      less; or

   (c)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,
      U.S. Virgin Islands, or Guam) 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;

                                      43

                             CHARGES AND EXPENSES







      -- 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.

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.

(iii)For traditional IRA, QP IRA and Roth IRA contracts the withdrawal charge
     also does not apply:

  .   after six contract years if the annuitant is at least age 59 1/2; or

  .   if you request a refund of a contribution in excess of amounts allowed to
      be contributed under the federal income tax rules within one month of the
      date on which you made the contribution.

(iv)Under series 500 (Roth Advantage) contracts the withdrawal charge also does
    not apply:

  .   after five contract years if the annuitant is at least age 59 1/2; or

  .   if you withdraw an amount which is less than or equal to 25% of the
      account value at the time the withdrawal is requested, minus any amount
      previously withdrawn during that contract year, and you use the
      withdrawal to pay specified higher education expenses as defined in the
      federal income tax rules. We must receive evidence satisfactory to us
      that such withdrawal is in fact for such purpose; or

  .   after five contract years if the withdrawal is a "qualified first-time
      homebuyer distribution" (special federal income tax definition; $10,000
      lifetime total limit). We must receive evidence satisfactory to us that
      such withdrawal is in fact for such purpose; or

  .   if you request a refund of a contribution in excess of amounts allowed to
      be contributed under federal income tax rules within one month of the
      date on which you made the contribution.

CONTRACTS ISSUED IN NEW YORK -- FIXED MATURITY OPTIONS (FOR SERIES 300-500)

For contracts issued in New York, the withdrawal charge that applies to
withdrawals taken from amounts in the fixed maturity options will never exceed
6% and will be determined by applying the New York Declining Scale ("declining
scale"). If you withdraw amounts that have been transferred from one fixed
maturity option to another, we use the New York Alternative Scale ("alternative
scale") if it produces a higher charge than the declining scale.

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


 DECLINING SCALE                  ALTERNATIVE SCALE
---------------------------------------------------------------
 YEAR OF INVESTMENT IN FIXED    YEAR OF TRANSFER WITHIN FIXED
 MATURITY OPTION/(1)/            MATURITY OPTION/(1)/
---------------------------------------------------------------
                                                
Within year 1         6%           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%
---------------------------------------------------------------
After year 6          0%        Not to exceed 1%
                                times the 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.

In the following example we compare the withdrawal charge that would apply to a
withdrawal from a NQ or traditional IRA contract that has an account value of
$10,000; $8,000 from a contribution made three years ago and $2,000 from
positive investment performance.

..   If you were to withdraw the total amount of the contribution within the
    first six years after it was made, the withdrawal charge that generally
    applies would be $480 (6% of $8,000). However, if when you made your
    contribution you allocated it to a fixed maturity option, the withdrawal
    charge would be lower. According to the declining scale method described
    above, the withdrawal charge would be limited to 5% of the $8,000, or $400
    in the third year.

..   The withdrawal charge may be different if when you made your contribution
    three years ago, you allocated it to a fixed maturity option and then in
    the third year, you transfer the amounts that apply to such contribution to
    a new fixed maturity option. In this example we assume that there is one
    year remaining in the new fixed maturity option. Because you made a
    transfer among the fixed maturity options, the alternative scale may now
    apply. Based on this alternative scale, a contribution that is transferred
    will be subject to a 5% withdrawal charge if you withdraw that contribution
    in the same year that you make the transfer. However, the withdrawal charge
    may not exceed 1% for each year remaining in the new fixed maturity option.
    Since, in this example, the time remaining in the new fixed maturity option
    is one year, the withdrawal charge under the alternative scale would be
    limited to 1%. Because New York regulations permit us to use the greater of
    the declining scale or the alternative scale, the withdrawal charge would
    be 5%, or $400, based on the declining scale.

..   The withdrawal charge may not exceed the charge that would normally apply
    under the contract. Use of a New York scale can only result in a lower
    charge. If your contribution has been in the contract for more than six
    years and therefore would not have a withdrawal charge associated with it,
    no withdrawal charge would apply.

                                      44

                             CHARGES AND EXPENSES







..   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.

..   As of any date on which 50% or more of your account value is held in fixed
    maturity options, the free withdrawal amount is zero.

For contracts issued in New York, 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 scheduled to mature next. 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
those that 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.

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%.

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.

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 auditors' 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 or the mortality and expense risks charge, or change the minimum initial
contribution requirements. We also may change the minimum death benefit. 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 traditional IRA, QP IRA and Roth 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.

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, 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 will be
unfairly discriminatory.

                                      45

                             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 while the contract is in force and the owner and
annuitant are alive. 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 at 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.

DEATH BENEFIT

The death benefit is equal to the greater of (i) 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 and (ii) the "minimum death benefit." The minimum death benefit
is equal to your total contributions, adjusted for withdrawals, withdrawal
charges, and taxes that apply.

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and 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. The amount of the death benefit will be calculated to
equal the greater of (i) your account value (without adjustment for any
otherwise applicable negative market value adjustment) as of the date that your
spouse's contract is issued, and (ii) the "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.

HOW WITHDRAWALS AFFECT THE MINIMUM DEATH BENEFIT

Depending upon contract series, contract date and the state where your contract
is issued, each withdrawal you make will reduce the amount of your current
minimum death benefit 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 minimum death benefit by that 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 minimum death
benefit was $40,000 before the withdrawal, it would be reduced by $16,000
($40,000 x .40) and your new minimum death benefit after the withdrawal would
be $24,000 ($40,000-$16,000). Check with your financial professional.

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, if you
are both the owner and the annuitant and your spouse is the sole primary
beneficiary, the contract can be continued as discussed below under "Successor
owner and annuitant." Only a spouse who is the sole primary beneficiary can be
a successor owner/ annuitant. 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. A beneficiary may be able to have limited
ownership as discussed under "Beneficiary continuation option" below.

SUCCESSOR OWNER AND ANNUITANT: TRADITIONAL IRA, QP IRA, NQ AND ROTH IRA
CONTRACTS (MAY NOT BE AVAILABLE IN ALL STATES FOR SOME SERIES). If you are the
owner and annuitant and your spouse is the sole primary beneficiary, your
spouse may elect upon your death to continue the contract as the
owner/annuitant and no death benefit is payable until the surviving spouse's
death. If your surviving spouse decides to continue the contract, as of the
date we receive satisfactory proof of death, any required instructions,
information and forms necessary to effect the successor owner/annuitant
feature, we will increase the account value to equal your minimum death
benefit, if such death benefit is greater than such account value. 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,
withdrawal charges will no longer apply to contributions made before your
death. Withdrawal charges will apply if additional contributions are made.
These additional contributions will be withdrawn only after all other amounts
have been withdrawn. For series 100 and 200 IRA contracts, withdrawal charges
will no longer apply and additional contributions may no longer be made. The
minimum death benefit will continue to apply.

WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT

Under certain conditions after the original owner's death, the owner changes
for purposes of receiving federal tax law required distributions from your
contract. When you are not the annuitant under an NQ contract and you die
before annuity payments begin, unless you specify otherwise, we will
automatically make the beneficiary your successor owner. If you do not want
this beneficiary also to be the successor owner, you should name a specific
successor owner. You may name a successor at any time while the contract is in
force and the owner and annuitant are alive by sending satisfactory notice to
our processing office.

Unless the surviving spouse of the owner who has died 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 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 new
    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.

If the surviving spouse is the successor owner, the spouse may elect to
continue the contract. No distributions are required as long as the surviving
spouse and annuitant are living. The account value must be distributed no later
than 5 years after the spouse's death.

                                      46

                           PAYMENT OF DEATH BENEFIT







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. 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" under
"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.

If the beneficiary is a natural person (i.e., not an entity such as a
corporation or a trust) and so elects, death benefit proceeds can be paid
through the "AXA Equitable Access Account," which is a draft account that works
in certain respects like an interest-bearing checking account. In that case, we
will send the beneficiary a draftbook, and the beneficiary will have immediate
access to the proceeds by writing a draft for all or part of the amount of the
death benefit proceeds. AXA Equitable will retain the funds until a draft is
presented for payment. Interest on the AXA Equitable Access Account is earned
from the date we establish the account until the account is closed by your
beneficiary or by us if the account balance falls below the minimum balance
requirement, which is currently $1,000. The AXA Equitable Access Account is
part of AXA Equitable's general account and is subject to the claims of our
creditors. We will receive any investment earnings during the period such
amounts remain in the general account. The AXA Equitable Access Account is not
a bank account or a checking account and it is not insured by the FDIC. Funds
held by insurance companies in the general account are guaranteed by the
respective state guaranty association.

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA, QP IRA, ROTH IRA AND ROTH
ADVANTAGE CONTRACTS

Upon your death under a traditional IRA, QP IRA, Roth IRA, or Roth Advantage
contract, your beneficiary may generally elect to keep the contract with your
name on it and receive distributions under the contract instead of receiving
the death benefit in a single sum. The beneficiary continuation option may not
be available in all states for some series.

This feature 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 then such account value.

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 in "Tax information" later in
this Prospectus, the beneficiary may choose the "5-year rule" instead of annual
payments over life expectancy. The 5-year rule is always available to
beneficiaries under Roth IRA and Roth Advantage 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:

..   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.

..   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.

..   The minimum death benefit provision 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 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 the 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 SERIES 400 NQ CONTRACTS ONLY

This feature (also known as inherited annuity), may only be elected when the NQ
contract owner dies before the date annuity payments are to begin, 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 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

                                      47

                           PAYMENT OF DEATH BENEFIT






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 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.

..   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.

..   The minimum death benefit will no longer be in effect.

..   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 withdrawal 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 that 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 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 account value to equal
    the applicable death benefit if such death benefit is greater than such
    account value. The increase in account value will be allocated to the
    investment options according to the allocation percentages we have on file
    for your contract.

..   No withdrawal charges 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 account value will not be reset to the death benefit amount.

..   The withdrawal charge schedule and free withdrawal amount on the contract
    will continue to be applied to any withdrawal or surrender other than
    scheduled payments.

..   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 exceeds the free withdrawal amount. See
    "Withdrawal charge" 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" above.

..   If the deceased joint owner was not the annuitant, see "If the owner and
    annuitant are not the same person" above.

                                      48

                           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 EQUI-VEST(R) contracts owned by United States
individual taxpayers. The tax rules can differ, depending on the type of
contract, whether NQ, traditional IRA, QP IRA, Roth IRA or Roth Advantage.
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. 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.

FATCA


Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.


SPOUSAL STATUS


The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


BUYING A CONTRACT TO 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. 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, such as the EQUI-VEST(R) guaranteed minimum
death benefit, selection of variable investment options, provision of a
guaranteed interest option and choices of payout options, as well as the
features and benefits of other permissible funding vehicles and the relative
costs of annuities and other such arrangements. You should be aware that cost
may vary depending on the features and benefits made available and the charges
and expenses of the portfolios you select.


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 individual
retirement annuity contracts. For this purpose additional annuity contract
benefits may include enhanced death benefits. You should consider the potential
implication of these Regulations before you make additional contributions to
this annuity contract.

TRANSFERS AMONG INVESTMENT OPTIONS

You can make transfers among investment options inside the contract without
triggering taxable income.

                                      49

                                TAX INFORMATION







TAXATION OF NONQUALIFIED ANNUITIES

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this Prospectus.

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 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.

All nonqualified deferred annuity contracts that AXA Equitable and its
affiliates issue to you during the same calendar year are linked together and
treated as one contract for calculating the taxable amount of any distribution
from any of those contracts.

ANNUITY PAYMENTS

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 "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.

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.

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
annuity contract is treated as being partially annuitized if a portion of the
contract is applied to an annuity payout 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.

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.

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.

..   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.


If you are purchasing your contract through a Section 1035 exchange, you should
be aware that AXA Equitable cannot guarantee that the exchange from the source
contract to the contract you are applying for will be treated as a Section 1035
exchange; the insurance company issuing the source contract controls the tax
information reporting of


                                      50

                                TAX INFORMATION







the transaction as a Section 1035 exchange. Because information reports are not
provided and filed until the calendar year after the exchange transaction, the
insurance company issuing the source contract shows its agreement that the
transaction is a 1035 exchange by providing to us the cost basis of the
exchanged source contract when it transfers the money to us on your behalf.


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. The destination contract must meet specific post-death payout
requirements to prevent avoidance of the death of owner rules. See "Payment of
death benefit".

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 at least
    annually over your life (or life expectancy), or the joint lives of you and
    a beneficiary (or joint life expectancies) using an IRS-approved
    distribution method.



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 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.


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 in any year may have
to pay an additional surtax of 3.8%. (This tax has been informally referred to
as the "Net Investment Income Tax" or "NIIT"). 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 A. If you were
treated as the owner, you would be taxed 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 A. 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 A, 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 A.

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 securities in a
custodial account, and 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, including SEP-IRAs
    and SIMPLE IRAs issued and funded in connection with employer-sponsored
    retirement plans; and

..   Roth IRAs, funded on an after-tax basis.

                                      51

                                TAX INFORMATION







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 Publications 590-A ("Contributions to Individual
Retirement Arrangements (IRAs)") and 590-B ("Distributions from Individual
Retirement Arrangements (IRAs)"). These publications are 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. We offer the
EQUI-VEST(R) contract in both traditional IRA and Roth IRA versions.

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.

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 a variable
income annuitization option payments (as opposed to payments from a fixed
income annuitization option).

We have received an opinion letter from the IRS approving the respective forms
of the series 400 EQUI-VEST(R) traditional and Roth IRA contracts for use as
traditional and Roth IRA, respectively. We may no longer rely on the opinion
letter for the Roth IRA. We have not submitted to the IRS requests for opinion
letters to approve any other forms of series 100 - 500 EQUI-VEST(R) traditional
IRA and Roth IRA for use as a traditional or 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 EQUI-VEST(R) 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 any version of the EQUI-VEST(R) IRA contract (traditional IRA or
Roth IRA) by following the directions under "Your right to cancel within a
certain number of days" in "Contract features and benefits" earlier in this
Prospectus. You can cancel an EQUI-VEST(R) Roth IRA contract issued as a result
of a full or partial conversion of an EQUI-VEST(R) traditional IRA contract by
following the instructions in the "EQUI-VEST(R) Roth IRA Re-Characterization
Form." The form is available from our processing office or your financial
professional. 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)

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this Prospectus.

CONTRIBUTIONS TO TRADITIONAL IRAS. Generally, individuals may make three
different types of contributions to purchase a traditional IRA or as additional
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.

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 2015, 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 taxable year in which you reach
age 70 1/2 or any taxable 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.

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

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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 nonworking
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 being 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.

IF YOU ARE NOT COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, you
can make FULLY DEDUCTIBLE contributions to your traditional IRAs for the
taxable year up to the maximum amount discussed above under "Limits on
contributions." That is, your fully deductible contribution can be up to
$5,500, or if less, your earned income. The dollar limit is $6,500 for people
eligible to make age 50-70 1/2 catch-up contributions.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
adjusted gross income (AGI) IS BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT
RANGE, you can make FULLY DEDUCTIBLE contributions to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI FALLS WITHIN A PHASE-OUT RANGE, you can make PARTIALLY DEDUCTIBLE
contributions to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI falls ABOVE THE HIGHER FIGURE IN THE PHASE-OUT RANGE, you MAY NOT DEDUCT
any of your regular contributions to your traditional IRAs.

Cost-of-living indexing adjustments apply to the income limits on deductible
contributions.


If you are single and covered by a retirement plan during any part of the
taxable year, the deduction for traditional IRA contributions phases out with
AGI between $50,000 and $60,000 (for 2015, AGI between $61,000 and $71,000,
after adjustment).

If you are married and file a joint return, and you are covered by a retirement
plan during any part of the taxable year, the deduction for traditional IRA
contributions phases out with AGI between $80,000 and $100,000 (for 2015, AGI
between $98,000 and $118,000, after adjustment).

Married individuals filing separately and living apart at all times are not
considered married for purposes of this deductible contribution calculation.
Generally, the active participation in an employer-sponsored retirement plan of
an individual is determined independently for each spouse. Where spouses have
"married filing jointly" status, however, the maximum deductible traditional
IRA contribution for an individual who is not an active participant (but whose
spouse is an active participant) is phased out for taxpayers with AGI of
between $150,000 and $160,000 (for 2015, AGI between $183,000 and $193,000,
after adjustment).

To determine the deductible amount of the contribution for 2015, for example,
you determine AGI and subtract $60,000 if you are single, or $98,000 if you are
married and file a joint return with your spouse. The resulting amount is your
excess AGI. You then determine the limit on the deduction for traditional IRA
contributions using the following formula:



                                              
                                      the maximum         the adjusted
                                        regular            deductible
         ($10,000-excess AGI)  times  contribution Equals contribution
         divided by $10,000      x    for the year   =       limit


ADDITIONAL "SAVER'S CREDIT" FOR CONTRIBUTIONS TO A TRADITIONAL IRA OR ROTH IRA


Certain lower income individuals may be eligible for a nonrefundable income tax
credit for contributions made to a traditional IRA or Roth IRA. Please see the
current version of IRS Publication 590-A for details.

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 nonworking spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year ($5,500 for 2015 after
adjustment). The dollar limit is $1,000 higher for people eligible to make age
50-701/2 catch-up contributions ($6,500 for 2015). See "Excess contributions"
below. 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" below.


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, also referred to as "governmental
    employer EDC plans";

..   403(b) plans; and

..   other traditional IRAs.

Direct transfer contributions may only be made directly from one traditional
IRA to another.

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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 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 distribution is:

..   a "required minimum distribution" after age 70 1/2 or retirement; or

..   one of a series of 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

..   one of a series of substantially equal periodic payments made for a
    specified period of 10 years or more; or

..   a hardship withdrawal; or

..   a corrective distribution that fits specified technical tax rules; or

..   a loan that is treated as a distribution; or

..   a death benefit payment to a beneficiary who is not your surviving spouse;
    or

..   a qualified domestic relations order distribution to a beneficiary who is
    not your current 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 from an eligible retirement plan to a traditional IRA are not subject
to the "one-per-year limit" noted later in this section.


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


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. We call this the "one-per-year limit." It is the IRA
owner's responsibility to determine if this rule is met. 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 spousal 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

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 Publications 590-A and 590-B 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

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                                TAX INFORMATION






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.

Except as discussed below, the total amount of any distribution from a
traditional IRA must be included in your gross income as ordinary income. We
report all payments from traditional IRA contracts on IRS Form 1099-R.

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
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 Publications 590-A and 590-B; 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" above.)

The following are eligible to receive rollovers of distributions from a
traditional IRA: a qualified plan, a 403(b) plan or a governmental employer EDC
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 EDC 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 its accepts. You should also check with the administrator
of the receiving plan about any documents required to be completed before it
will accept a roll-over.

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.

The EQUI-VEST(R) QP IRA is used as a conduit IRA if amounts are not commingled.

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY


Specified distributions from IRAs directly transferred to charitable
organizations have been tax-free to IRA owners age 70 1/2 or older in past
years. This is a temporary provision and must be extended by Congress to be in
effect for a particular year. In past years Congress has sometimes extended
this provision retroactively. You can direct AXA Equitable to make a
distribution directly to a charitable organization you request whether or not
such distribution might be eligible for favorable tax treatment. If favorable
tax treatment is important to you, you should check with your own tax advisor
to see if this provision is in effect before you request a charitable direct
transfer from your IRA.


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, enhanced death benefits. This could increase the amount
required to be distributed from these contracts if you take annual withdrawals
instead of receiving annuity payments.

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 1-April 1). 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

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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 minimum distribution withdrawal option. If you do elect one of these
options, 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, if you are taking account-based withdrawals from all of your traditional
IRAs, 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.

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.

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 above 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.

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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

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

..   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 expectancy) using an IRS-approved
    distribution method.

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

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 IRAs."

The EQUI-VEST(R) Roth IRA and Roth Advantage contracts are designed to qualify
as Roth individual retirement annuities under Sections 408A and 408(b) of the
Internal Revenue Code.

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this Prospectus.

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").

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 2015, 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 above 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. But, you cannot make contributions,
regardless of your age, for any year that your modified adjusted gross income
exceeds the following amounts (indexed for cost-of-living adjustment:


..   your federal income tax filing status is "married filing jointly" and your
    modified adjusted gross income is over $160,000 (for 2015, $193,000 after
    adjustment); or

..   your federal income tax filing status is "single" and your modified
    adjusted gross income is over $110,000 (for 2015, $131,000 after
    adjustment).


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However, you can make regular Roth IRA contributions in reduced amounts when:


..   your federal income tax filing status is "married filing jointly" and your
    modified adjusted gross income is between $150,000 and $160,000 (for 2015,
    between $183,000 and $193,000 after adjustment); or

..   your federal income tax filing status is "single" and your modified
    adjusted gross income is between $95,000 and $110,000 (for 2015, between
    $116,000 and $131,000 after adjustment).


If you are married and filing separately and your modified adjusted gross
income is between $0 and $10,000, the amount of regular contributions you are
permitted to make is phased out. If your modified adjusted gross income is more
than $10,000 you cannot make a regular Roth IRA contribution.

WHEN YOU CAN MAKE CONTRIBUTIONS? Same as traditional IRAs.

DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

ROLLOVERS AND DIRECT TRANSFERS

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, a 403(b)
    plan, or a governmental employer EDC 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. We call this
the "one-per-year limit." It is the Roth IRA owner's responsibility to
determine if this rule is met. 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 spousal 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. Conversion rollover contributions to Roth IRAs are not subject to
the "one-per-year limit" noted earlier in this section.


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

                                      58

                                TAX INFORMATION






(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 (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 and termination
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 the 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 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

..   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.

                                      59

                                TAX INFORMATION







To determine the taxable amounts distributed, distributions and contributions
are aggregated or grouped 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

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.

ILLUSTRATION OF GUARANTEED INTEREST RATES

In the following two tables, we provide information that the IRS requires us to
furnish to prospective IRA contract owners. In the tables we illustrate the
1.00% minimum guaranteed interest rate for contributions we assume are
allocated entirely to the guaranteed interest option under series 300 and 400.
(The rate may be higher in your state.) We assume no withdrawals or transfers
were made under the contract. In Table II we assume a single initial
contribution of $1,000, and no additional contributions. We also assume no
withdrawals or transfers. The guaranteed interest rate, which can range from
1.00% to 3.00% (4.00% for NQ in some states), is in the contract.

The values shown assume the withdrawal charge applies. These values reflect the
effect of the annual administrative charge deducted at the end of each contract
year in which the account value is less than $20,000.

To find the appropriate value for the end of the contract year at any
particular age, you subtract the age (nearest birthday) at issue of the
contract from the current age and find the corresponding year in the table.
Years that correspond to a current age over 70, should be ignored, unless the
contract is a Roth IRA.

You should consider the information shown in the tables in light of your
present age. Also, with respect to Table I, you should consider your ability to
contribute $1,000 annually. Any change in the amounts contributed annually in
Table I, or in the amount of the single contribution in Table II would, of
course, change the results shown.

                                      60

                                TAX INFORMATION






Table I guaranteed minimum interest rate of 1.00% (the rate may be higher in
your state)

                                    TABLE I
                        ACCOUNT VALUES AND CASH VALUES
 (ASSUMING $1,000 CONTRIBUTIONS MADE ANNUALLY AT THE BEGINNING OF THE CONTRACT
                                     YEAR)



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

          1.00% MINIMUM GUARANTEE          1.00% MINIMUM GUARANTEE
          ----------------------- -        -----------------------

CONTRACT   ACCOUNT      CASH      CONTRACT  ACCOUNT      CASH
YEAR END    VALUE       VALUE     YEAR END   VALUE       VALUE
------------------------------------------------------------------
                                        
  1       $   989.80  $   936.35     26    $29,196.26  $28,836.26
------------------------------------------------------------------
  2       $ 1,979.70  $ 1,872.79     27    $30,498.22  $30,138.22
------------------------------------------------------------------
  3       $ 2,979.49  $ 2,818.60     28    $31,813.20  $31,453.20
------------------------------------------------------------------
  4       $ 3,989.29  $ 3,773.87     29    $33,141.33  $32,781.33
------------------------------------------------------------------
  5       $ 5,009.18  $ 4,738.69     30    $34,482.75  $34,122.75
------------------------------------------------------------------
  6       $ 6,039.27  $ 5,713.15     31    $35,837.57  $35,477.57
------------------------------------------------------------------
  7       $ 7,079.67  $ 6,719.67     32    $37,205.95  $36,845.95
------------------------------------------------------------------
  8       $ 8,130.46  $ 7,770.46     33    $38,588.01  $38,228.01
------------------------------------------------------------------
  9       $ 9,191.77  $ 8,831.77     34    $39,983.89  $39,623.89
------------------------------------------------------------------
  10      $10,263.69  $ 9,903.69     35    $41,393.73  $41,033.73
------------------------------------------------------------------
  11      $11,346.32  $10,986.32     36    $42,817.67  $42,457.67
------------------------------------------------------------------
  12      $12,439.79  $12,079.79     37    $44,255.84  $43,895.84
------------------------------------------------------------------
  13      $13,544.18  $13,184.18     38    $45,708.40  $45,348.40
------------------------------------------------------------------
  14      $14,659.63  $14,299.63     39    $47,175.49  $46,815.49
------------------------------------------------------------------
  15      $15,786.22  $15,426.22     40    $48,657.24  $48,297.24
------------------------------------------------------------------
  16      $16,924.08  $16,564.08     41    $50,153.81  $49,793.81
------------------------------------------------------------------
  17      $18,073.33  $17,713.33     42    $51,665.35  $51,305.35
------------------------------------------------------------------
  18      $19,234.06  $18,874.06     43    $53,192.00  $52,832.00
------------------------------------------------------------------
  19      $20,436.40  $20,076.40     44    $54,733.92  $54,373.92
------------------------------------------------------------------
  20      $21,650.76  $21,290.76     45    $56,291.26  $55,931.26
------------------------------------------------------------------
  21      $22,877.27  $22,517.27     46    $57,864.18  $57,504.18
------------------------------------------------------------------
  22      $24,116.04  $23,756.04     47    $59,452.82  $59,092.82
------------------------------------------------------------------
  23      $25,367.20  $25,007.20     48    $61,057.35  $60,697.35
------------------------------------------------------------------
  24      $26,630.88  $26,270.88     49    $62,677.92  $62,317.92
------------------------------------------------------------------
  25      $27,907.18  $27,547.18     50    $64,314.70  $63,954.70
------------------------------------------------------------------


                                      61

                                TAX INFORMATION






Table II guaranteed minimum interest rate of 1.00% (the rate may be higher in
your state)

                                   TABLE II
                        ACCOUNT VALUES AND CASH VALUES
    (ASSUMING A SINGLE CONTRIBUTION OF $1,000 AND NO FURTHER CONTRIBUTION)



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

          1.00% MINIMUM GUARANTEE          1.00% MINIMUM GUARANTEE
          ----------------------- -        -----------------------

CONTRACT  ACCOUNT      CASH       CONTRACT ACCOUNT      CASH
YEAR END   VALUE       VALUE      YEAR END  VALUE       VALUE
------------------------------------------------------------------
                                        
  1       $989.80     $936.35        26    $434.76     $434.76
------------------------------------------------------------------
  2       $979.70     $926.80        27    $409.11     $409.11
------------------------------------------------------------------
  3       $959.50     $907.69        28    $383.20     $383.20
------------------------------------------------------------------
  4       $939.10     $888.38        29    $357.03     $357.03
------------------------------------------------------------------
  5       $918.49     $868.89        30    $330.60     $330.60
------------------------------------------------------------------
  6       $897.67     $849.20        31    $303.91     $303.91
------------------------------------------------------------------
  7       $876.65     $876.65        32    $276.95     $276.95
------------------------------------------------------------------
  8       $855.42     $855.42        33    $249.72     $249.72
------------------------------------------------------------------
  9       $833.97     $833.97        34    $222.21     $222.21
------------------------------------------------------------------
  10      $812.31     $812.31        35    $194.44     $194.44
------------------------------------------------------------------
  11      $790.43     $790.43        36    $166.38     $166.38
------------------------------------------------------------------
  12      $768.34     $768.34        37    $138.04     $138.04
------------------------------------------------------------------
  13      $746.02     $746.02        38    $109.42     $109.42
------------------------------------------------------------------
  14      $723.48     $723.48        39    $ 80.52     $ 80.52
------------------------------------------------------------------
  15      $700.71     $700.71        40    $ 51.32     $ 51.32
------------------------------------------------------------------
  16      $677.72     $677.72        41    $ 21.84     $ 21.84
------------------------------------------------------------------
  17      $654.50     $654.50        42    $  0.00     $  0.00
------------------------------------------------------------------
  18      $631.04     $631.04        43    $  0.00     $  0.00
------------------------------------------------------------------
  19      $607.35     $607.35        44    $  0.00     $  0.00
------------------------------------------------------------------
  20      $583.43     $583.43        45    $  0.00     $  0.00
------------------------------------------------------------------
  21      $559.26     $559.26        46    $  0.00     $  0.00
------------------------------------------------------------------
  22      $534.85     $534.85        47    $  0.00     $  0.00
------------------------------------------------------------------
  23      $510.20     $510.20        48    $  0.00     $  0.00
------------------------------------------------------------------
  24      $485.31     $485.31        49    $  0.00     $  0.00
------------------------------------------------------------------
  25      $460.16     $460.16        50    $  0.00     $  0.00
------------------------------------------------------------------


                                      62

                                TAX INFORMATION






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 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 includable 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 United States citizens residing outside of
the United States, foreign recipients, and certain U. S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status or number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

For a non-periodic distribution (total surrender, termination, or partial
withdrawal), we generally withhold at a flat 10% rate. We apply that rate to
the taxable amount in the case of nonqualified contracts, and to 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.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.

                                      63

                                TAX INFORMATION





8. More information

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

ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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. For example, we may withdraw amounts
from Separate Account A that represent our investments in Separate Account A or
that represent fees and charges under the contracts that we have earned. We are
the legal owner of all of the assets in Separate Account A and may withdraw any
amounts that exceed our reserves and other liabilities with respect to variable
investment options under our contracts. The results of Separate Account A'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 A. However, the obligations themselves are
obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A 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 A, 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 A 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 A or a
   variable investment option directly);

(5)to deregister Separate Account A under the Investment Company Act of 1940;

(6)to restrict or eliminate any voting rights as to Separate Account A; 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 A, 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 Board of Trustees of each Trust serves for the benefit of each Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for each Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan 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.

The rates to maturity are determined weekly. The rates in the table below are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained through TOPS or Online
Account Access or from your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2015            3.00%/(2)/      $99.05
-------------------------------------------------------
      2016            3.00%/(2)/      $96.16
-------------------------------------------------------
      2017            3.00%/(2)/      $93.36
-------------------------------------------------------
      2018            3.00%/(2)/      $90.64
-------------------------------------------------------
      2019            3.00%/(2)/      $88.00
-------------------------------------------------------



                                      64

                               MORE INFORMATION









-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
     2020             3.00%/(2)/      $85.43
-------------------------------------------------------
     2021             3.00%/(2)/      $82.94
-------------------------------------------------------
   2022/(1)/          3.00%/(2)/      $80.52
-------------------------------------------------------
   2023/(1)/          3.00%/(2)/      $78.18
-------------------------------------------------------
   2024/(1)/            3.05%         $75.55
-------------------------------------------------------



(1)Not available in Oregon
(2)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 (up or
down) 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.

   (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 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.

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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.
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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 II 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 in accordance with our procedures then in effect. We reserve the
right to add up to 0.50% 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 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 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

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

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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

AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, TRADITIONAL IRA, ROTH IRA AND ROTH
ADVANTAGE CONTRACTS

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a bank checking or savings account, money
market checking or savings account, or credit union checking or savings account
and contributed as an additional contribution into an NQ, traditional IRA, Roth
IRA and Roth Advantage contracts on a monthly basis. For all forms of IRAs,
your contributions are subject to the limits and conditions on contributions
described in "Tax information" earlier in this prospectus.

AIP additional contributions may be allocated to any of the variable investment
options and the guaranteed interest option, but not the fixed maturity options.
Our minimum contribution amount requirement is $20. The maximum contribution
amount is $500 per month. We will return any contribution made under this
program that exceeds your contribution limit, if applicable, and your program
will be cancelled. The contribution limitations described in "How you can
contribute to your contract" under "Contract features and benefits" apply to
this program. 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.

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.

PAYROLL DEDUCTION PROGRAM. You can authorize your employer to remit your NQ,
traditional or Roth IRA contributions to us if your employer has a payroll
deduction program. Those contributions are still your contributions, not your
employer's. We will return any contribution made under this program that
exceeds your contribution limit, if applicable, and your program will be
cancelled. The contribution limitations described in "How you can contribute to
your contract" under "Contract features and benefits" apply to this program.

WIRE TRANSFERS. You may also send your contributions by wire transfer from your
bank.

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
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.

..   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.

CONTRIBUTIONS, TRANSFERS, WITHDRAWALS AND SURRENDERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   Contributions allocated to the guaranteed interest option will receive the
    guaranteed interest rate in effect on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 the guaranteed interest option will receive the guaranteed
    interest rate in effect on that business day.

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..   Transfers to a fixed maturity option will receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For the fixed-dollar option, the first monthly transfer will occur on the
    last business day of the month in which we receive your election form at
    our processing office.

..   For the interest sweep, 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.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

ABOUT YOUR VOTING RIGHTS

As the owner of 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 auditors selected for each Trust; or

..   any other matters described in each prospectus for the Trusts 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 A VOTING RIGHTS

If actions relating to Separate Account A 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.

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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among other things, the theft,
misuse, corruption and destruction of data maintained online or digitally,
denial of service attacks on websites and other operational disruption and
unauthorized release of confidential customer information. Cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your Contract Value. For instance, cyber-attacks may
interfere with our processing of contract transactions, including the
processing of orders from our website or with the underlying funds, impact our
ability to calculate AUVs, cause the release and possible destruction of
confidential customer or business information, impede order processing, subject
us and/or our service providers and intermediaries to regulatory fines and
financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your Contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your Contract due to cyber-attacks or information
security breaches in the future.


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

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with respect to a contract owner's interest in Separate Account A, nor would
any of these proceedings be likely to have a material adverse effect upon
Separate Account A, our ability to meet our obligations under the contracts, or
the distribution of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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
our processing office or calling (800) 628-6673.

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. In some cases, an
assignment or change of ownership may have adverse tax consequences. See "Tax
information" earlier in this Prospectus. We may refuse to process a change of
ownership of an NQ contract to an entity without appropriate documentation of
status on IRS Form W-9 (or, if IRS Form W-9 cannot be provided because the
entity is not a U.S. entity, on the appropriate type of Form W-8).

You cannot assign or transfer ownership of a traditional IRA, QP IRA or Roth
IRA contract except by surrender to us.

You cannot assign your contract as collateral or security for a loan. Loans are
also not available under your contract. 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 traditional IRA and Roth IRA contract to another similar
arrangement.

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 A. 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 8.5% 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 0.60% 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.

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

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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 Distributors' Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributors' Selling broker-dealers. Contribution-based compensation will
generally not exceed 6.5% 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 0.60% 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. 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.


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, 2014) received additional payments. These additional payments
ranged from $40.15 to $4,874,706.21. 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.


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1st Global Capital Corporation
Allstate Financial Services, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Essex National Securities, Inc.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Southeast Investor Services
First Tennessee Brokerage Inc.
Founders Financial Securities
FSC Securities Corporation
Geneos Wealth Management Inc.
GWN Securities, Inc.
H.D. Vest Investment Securities, Inc.
Harbour Investments
ICA/First Dakota, Inc.
IFC Holdings, Inc.
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
James T. Borello & Company
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities, LLC
Merrill Lynch Life Agency, Inc.
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual Service Corporation
National Planning Corporation
Navy Federal Brokerage Services
New England Securities, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Prime Capital Services
Primerica Financial Services
Questar Capital Corporation
Raymond James & Associates
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Royal Alliance Associates, Inc.
Sage Point Financial, Inc.
Santander Securities Corporation
Securities America Inc.
Signator Financial Services
Signator Investors, Inc.
SII Investments
Sorrento Pacific Financial LLC
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
Tavenner Group
Tower Squares Securities
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
UVEST Financial Services Group
Valmark Securities, Inc.
Voya Financial Advisors
Walnut Street Services
Waterstone Financial Group
Wells Fargo Advisors Financial Network, LLC
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC
Wesom Financial Services, LLC
Woodbury Financial Services, Inc.




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9. Incorporation of certain documents by reference

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



AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2014 (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.

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.com.

                                      71

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE





Appendix I: Condensed financial information

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


The following tables show the accumulation unit values and the number of
outstanding units for each variable investment option under each contract
series at the last business day of the periods shown. The unit values and
number of units outstanding are for contracts offered under Separate Account A
with the same daily asset charge. The information presented is shown for the
past ten years, or from the first year the particular contracts were offered if
less than ten years ago.

SERIES 100 AND 200 CONTRACTS

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.54 $108.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       7      16
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.46 $118.50 $112.83 $124.66 $140.36 $141.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      15      68     133     164     165     160
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.03 $105.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2      15
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.22 $ 99.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      37
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $108.41 $124.57 $161.84 $173.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      10      12      19      18
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $109.53 $124.07 $160.27 $178.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      12      17      20      29
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $109.23 $124.41 $168.64 $173.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       4       5      10      10
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.35 $149.30 $156.38 $ 93.81 $117.80 $131.43 $119.94 $135.10 $168.52 $174.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     364     741   1,158   1,647   1,916   2,022   2,024   1,966   1,942
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.26 $115.79 $119.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      13      40      59
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.01 $113.35 $118.31 $103.87 $112.55 $119.11 $119.75 $123.55 $127.18 $128.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        59      91     231     309     378     424     441     433     384     355
------------------------------------------------------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.63 $111.91 $114.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       7      14      25
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.32 $104.34 $105.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      11      14
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.78 $121.01 $125.94 $100.11 $113.02 $121.62 $119.14 $126.21 $137.27 $139.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       112     222     406     540     685     753     769     760     725     677
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $139.53 $188.68 $264.35 $111.23 $164.68 $181.09 $156.66 $180.80 $214.70 $215.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,420   1,693   1,843   1,758   1,934   1,848   1,671   1,522   1,404   1,303
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.65 $134.89 $153.33 $ 83.42 $111.38 $120.02 $ 98.36 $112.87 $130.87 $121.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       437     534     576     683     805     838     817     756     700     974
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 92.35 $106.23 $126.93 $117.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      18      20      23      24
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.21 $155.26 $168.78 $ 94.92 $121.98 $127.65 $105.58 $122.36 $144.05 $131.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,260   1,505   1,600   1,585   1,655   1,622   1,495   1,381   1,277   1,194
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.55 $103.13 $105.70 $ 65.27 $ 81.47 $ 91.78 $ 86.71 $ 98.37 $127.68 $140.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       132     116     107     111     124     129     116     100      93     169
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.04 $151.04 $172.29 $104.99 $139.68 $157.73 $149.93 $168.24 $224.72 $246.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,130   1,844   1,655   1,531   1,451   1,338   1,300   1,181   1,083   2,305
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $118.93 $142.44 $134.27 $ 75.50 $ 89.84 $100.08 $ 94.00 $107.44 $140.42 $155.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,451   2,714   9,158   8,082   7,621   6,915   6,275   5,681   5,207   5,055
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.32 $175.70 $170.56 $101.70 $136.30 $164.68 $147.16 $172.23 $226.13 $247.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,279   2,273   2,189   2,009   2,681   2,473   2,260   2,072   1,919   1,780
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 57.47 $ 63.00 $ 66.55 $ 49.96 $ 58.09 $ 63.45 $ 61.54 $ 66.55 $ 74.81 $ 76.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    19,656  18,359  17,845  17,357  17,262  16,700  15,660  14,597  13,487  12,511
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.87 $119.78 $124.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       8      39      60
------------------------------------------------------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.20 $141.45 $148.46 $ 99.92 $120.23 $132.32 $124.08 $136.52 $161.35 $165.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       491   1,337   2,455   3,252   3,922   4,211   4,268   4,165   4,007   3,883
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.29 $105.01 $ 70.65 $ 90.98 $ 99.91 $ 98.65 $108.25 $122.37 $128.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      90     570     600     614     565     527     489     467     505
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.22 $ 97.55 $ 64.09 $ 81.08 $ 99.41 $ 88.68 $102.21 $137.84 $138.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      50      93     113     120     121     111     104      98
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.16 $ 59.25 $ 75.10 $ 81.79 $ 77.11 $ 87.28 $106.16 $110.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     176     330     389     418     419     405     408     421
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.84 $115.92 $138.16 $ 91.48 $117.09 $125.01 $126.89 $140.93 $176.97 $188.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        17      23      87     155     200     224     203     190     176     155
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.10 $107.40 $ 65.59 $ 80.97 $ 89.42 $ 84.29 $ 94.98 $121.14 $131.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      32     228     241     265     252     231     208     189     168
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.58 $108.35 $ 63.26 $ 81.16 $ 86.47 $ 78.23 $ 92.10 $115.35 $115.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      30     188     210     250     249     247     240     238     234
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.14 $178.48 $182.06 $137.74 $149.37 $157.53 $163.72 $170.12 $166.15 $167.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       768     737     723     624     580     564     522     492     448     406
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.52 $132.13 $135.15 $ 77.18 $102.45 $129.03 $107.34 $117.94 $171.95 $165.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        80     216     308     303     317     309     276     249     261     222
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $181.76 $208.22 $185.20 $113.53 $141.60 $173.94 $156.14 $179.88 $253.28 $237.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       739     794     725     675     668     622     559     511     480     441
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.20 $118.28 $122.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       4      13      22
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $172.65 $186.13 $214.81 $117.58 $157.78 $207.94 $204.35 $233.02 $317.66 $324.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,791   1,655   1,500   1,411   1,367   1,291   1,180   1,071     992     918
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $202.92 $242.07 $241.63 $151.23 $194.39 $215.34 $205.86 $230.79 $313.62 $339.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,330   1,272   1,248   1,236   1,328   1,394   1,422   1,386   1,345   1,311
------------------------------------------------------------------------------------------------------------------------



                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.04 $128.19 $131.14 $ 87.59 $ 96.39 $110.04 $108.14 $125.60 $163.27 $175.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       232     292     333     358     386     381     367     388     424     399
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.10 $ 90.43 $100.04 $ 54.07 $ 69.81 $ 77.50 $ 76.67 $ 88.31 $117.03 $131.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       143     167     196     213     240     247     248     243     242     243
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.08 $131.65 $132.02 $ 78.59 $101.93 $116.45 $119.49 $138.41 $179.93 $196.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,015     923   1,410   1,258   1,168   1,072     963     884     825     744
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $341.80 $374.77 $384.25 $213.98 $271.80 $311.66 $310.05 $354.66 $464.93 $515.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     9,393   8,175   6,992   6,150   5,705   5,168   4,630   4,157   3,759   3,428
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.06 $116.08 $118.07 $106.08 $107.47 $112.15 $115.97 $118.03 $114.59 $115.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       574     643     748     667     798     771     721     684     639     599
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.43 $ 90.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      21
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $272.79 $310.53 $322.33 $199.82 $248.75 $281.41 $282.55 $321.22 $416.78 $464.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     3,219   2,920   2,757   2,594   2,527   2,394   2,246   2,120   2,010   1,936
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.04 $116.29 $118.65 $100.88 $116.08 $125.54 $125.53 $130.35 $142.73 $143.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      39      65      71      75      93     100      95      97      93
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.54 $136.64 $147.33 $100.79 $140.66 $184.08 $175.27 $203.78 $279.70 $284.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       251     362     647     842   1,109   1,363   1,484   1,517   1,556   1,523
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.50 $ 99.48 $107.28 $112.70 $113.38 $118.92 $122.49 $125.34 $120.55 $119.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      46     131     314     314     355     382     383     340     310
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.29 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       4      11
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $157.33 $160.48 $169.61 $173.78 $167.97 $173.15 $180.33 $179.64 $174.33 $174.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       613     532     504     484     438     402     369     336     299     272
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $146.39 $178.84 $197.62 $ 96.32 $121.08 $126.36 $109.42 $125.52 $150.42 $138.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     4,333   4,232   4,096   3,827   3,659   3,352   3,078   2,822   2,609   2,454
------------------------------------------------------------------------------------------------------------------------



                                      I-4

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.29 $119.26 $114.71 $ 71.36 $ 90.40 $102.76 $ 99.37 $116.10 $154.68 $166.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        47     110     144     151     161     166     175     180     204     488
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.43 $160.85 $156.76 $ 93.14 $121.58 $134.73 $125.98 $144.24 $193.23 $218.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       382     362     351     314     309     306     282     258     243     232
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 70.34 $ 69.04 $ 77.63 $ 48.81 $ 65.60 $ 75.04 $ 75.78 $ 85.77 $112.12 $124.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,822   1,671   1,480   1,401   1,420   1,314   1,246   1,199   1,132   1,094
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.40 $112.16 $104.09 $ 44.46 $ 52.26 $ 59.10 $ 58.12 $ 66.86 $ 86.79 $ 96.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13     108     128     147     201     207     448     436     419     425
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.00 $142.55 $163.42 $ 96.29 $130.37 $147.85 $130.24 $153.80 $172.45 $161.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      67     165     188     248     314     328     343     348     335
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.94 $128.68 $137.14 $ 68.62 $ 92.25 $114.44 $110.20 $127.28 $166.49 $179.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,577   1,735   1,869   2,031   2,200   2,138   2,037   1,961   1,903   1,858
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 34.19 $ 35.33 $ 36.61 $ 36.99 $ 36.46 $ 36.15 $ 35.56 $ 35.06 $ 34.57 $ 34.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,383   2,018   2,683   2,421   1,591   1,290   1,122   1,041     920     835
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.74 $133.39 $161.09 $ 83.71 $129.73 $169.33 $154.20 $165.45 $226.15 $221.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      93     226     285     478     688     807     807     746     714
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.94 $115.70 $ 67.64 $ 92.50 $105.12 $ 94.78 $112.55 $140.28 $140.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      14      82     114     168     240     346     360     390     410
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.73 $ 96.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      33
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.35 $ 98.40 $108.22 $102.45 $109.17 $108.61 $106.95 $107.09 $105.75 $104.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        82     167     270     619     803     776     662     608     559     513
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $166.86 $171.37 $177.18 $163.75 $171.70 $180.35 $180.55 $182.86 $176.30 $178.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       726     670     670     587     692     642     567     508     455     413
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.12 $162.73 $157.60 $102.42 $127.45 $158.20 $149.85 $170.81 $231.64 $239.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       537     672     766     808     921     897     854     804     769     737
------------------------------------------------------------------------------------------------------------------------



                                      I-5

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
 EQ/T. ROWE PRICE GROWTH STOCK
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.11 $108.07 $114.32 $65.18 $ 91.73 $105.33 $101.90 $119.57 $162.71 $174.40
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        36      43     530    571     733     853     915   1,029   1,030   1,023
-----------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.48 $132.31 $132.06 $78.13 $102.09 $113.88 $109.19 $121.59 $162.58 $183.58
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        41      94     127    111     120     121     109     104     103     111
-----------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 84.15 $ 87.90 $ 96.54 $68.96 $ 95.45 $110.46 $102.58 $121.88 $167.23 $171.26
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       204     185     218    221     353     470     665     775     850     808
-----------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $112.76 $129.21 $166.93 $183.89
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --     327     498     586     628
-----------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 86.03 $100.31 $131.18 $146.62
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      20      57      89     125
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $100.50 $126.76 $128.11 $144.53
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      60     130     169     214
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 94.99 $109.61 $115.46 $115.71
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      18      52      64      73
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 86.80 $ 98.69 $115.60 $114.15
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      39      88     117     157
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $105.76 $115.42 $146.29 $150.34
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      36      47      48      48
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $121.44 $136.18 $184.17 $185.49
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      18      18      21      20
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $115.31 $115.33 $145.36 $128.27
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      78      99     120     159
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $110.31 $129.12 $140.77 $141.52
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --     156     349     427     469
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 89.68 $100.48 $128.81 $137.08
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      45     177     304     331
-----------------------------------------------------------------------------------------------------------------------



                                      I-6

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 79.10 $ 82.07 $116.08 $116.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      19      31      42      41
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 91.70 $110.42 $107.59 $101.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --     285     473     574     634
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $107.72 $123.20 $155.15 $154.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --     157     291     446     553
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $117.74 $135.54 $173.91 $190.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      10      18      22      23
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $110.60 $129.66 $168.53 $184.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      11      23      28      26
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $118.68 $133.79 $177.83 $193.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      48      81      96     110
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $116.42 $130.03 $154.23 $171.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --     106     184     228     304
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 77.39 $ 80.76 $ 89.29 $ 47.27 $ 64.44 $ 75.22 $ 69.95 $ 79.27 $107.95 $118.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    10,645   9,157   7,790   6,924   6,779   6,357   5,698   5,104   4,552   4,115
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.40 $115.08 $120.64 $121.96 $130.33 $136.56 $142.56 $148.34 $142.91 $146.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       375     370     371     378     415     480     487     527     481     427
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.11 $109.36 $120.73 $ 67.20 $ 93.99 $117.67 $106.94 $121.80 $168.45 $174.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       556     547     536     504     503     481     437     394     379     349
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.06 $139.29 $137.54 $ 86.89 $123.76 $152.52 $130.42 $147.73 $197.63 $205.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       390     391     368     346     347     344     316     278     256     226
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.16 $106.03 $123.67 $ 64.57 $100.93 $117.21 $110.07 $123.17 $164.77 $184.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       901     838     823     789     897     829     750     698     627     598
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.32 $114.60 $ 78.60 $ 93.30 $101.92 $ 97.73 $106.89 $120.29 $122.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11      60     109     141     154     156     141     141     128
------------------------------------------------------------------------------------------------------------------------



                                      I-7

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 100 AND 200 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.40%, DEPENDING UPON
INVESTMENT OPTION).





-----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010   2011   2012    2013    2014
-----------------------------------------------------------------------------------------------------------------
                                                                            
 TARGET 2025 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $109.27 $115.74 $74.21 $90.20 $99.61 $94.44 $105.15 $123.55 $126.81
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        7      61    108    162    190    202     211     227     242
-----------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.16 $116.71 $71.34 $88.38 $98.29 $92.47 $104.11 $125.57 $129.45
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        4      29     72    122    152    171     195     209     224
-----------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.95 $118.00 $68.30 $86.09 $96.22 $89.68 $102.13 $126.18 $130.43
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        3      23     52     91    108    122     137     149     164
-----------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --     -- $82.94 $ 84.37 $ 91.81 $ 73.06
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --     --     44      90     109     129
-----------------------------------------------------------------------------------------------------------------





                                      I-8

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.54 $108.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       7      16
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.46 $118.50 $112.83 $124.66 $140.36 $141.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      15      68     133     164     165     160
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.03 $105.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2      15
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.22 $ 99.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      37
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $108.41 $124.57 $161.84 $173.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      10      12      19      18
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $109.53 $124.07 $160.27 $178.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      12      17      20      29
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $109.23 $124.41 $168.64 $173.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       4       5      10      10
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.35 $149.30 $156.38 $ 93.81 $117.80 $131.43 $119.94 $135.10 $168.52 $174.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     364     741   1,158   1,647   1,916   2,022   2,024   1,966   1,942
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.26 $115.79 $119.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      13      40      59
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.01 $113.35 $118.31 $103.87 $112.55 $119.11 $119.75 $123.55 $127.18 $128.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        59      91     231     309     378     424     441     433     384     355
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.63 $111.91 $114.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       7      14      25
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.32 $104.34 $105.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      11      14
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.78 $121.01 $125.94 $100.11 $113.02 $121.62 $119.14 $126.21 $137.27 $139.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       112     222     406     540     685     753     769     760     725     677
------------------------------------------------------------------------------------------------------------------------



                                      I-9

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $139.53 $188.68 $264.35 $111.23 $164.68 $181.09 $156.66 $180.80 $214.70 $215.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,420   1,693   1,843   1,758   1,934   1,848   1,671   1,522   1,404   1,303
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.65 $134.89 $153.33 $ 83.42 $111.38 $120.02 $ 98.36 $112.87 $130.87 $121.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       437     534     576     683     805     838     817     756     700     974
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 92.35 $106.23 $126.93 $117.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      18      20      23      24
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.21 $155.26 $168.78 $ 94.92 $121.98 $127.65 $105.58 $122.36 $144.05 $131.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,260   1,505   1,600   1,585   1,655   1,622   1,495   1,381   1,277   1,194
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.55 $103.13 $105.70 $ 65.27 $ 81.47 $ 91.78 $ 86.71 $ 98.37 $127.68 $140.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       132     116     107     111     124     129     116     100      93     169
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.04 $151.04 $172.29 $104.99 $139.68 $157.73 $149.93 $168.24 $224.72 $246.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,130   1,844   1,655   1,531   1,451   1,338   1,300   1,181   1,083   2,305
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $118.93 $142.44 $134.27 $ 75.50 $ 89.84 $100.08 $ 94.00 $107.44 $140.42 $155.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,451   2,714   9,158   8,082   7,621   6,915   6,275   5,681   5,207   5,055
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.32 $175.70 $170.56 $101.70 $136.30 $164.68 $147.16 $172.23 $226.13 $247.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     2,279   2,273   2,189   2,009   2,681   2,473   2,260   2,072   1,919   1,780
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $195.64 $213.45 $224.33 $167.56 $193.89 $210.76 $203.45 $218.36 $243.67 $247.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,902   1,696   1,605   1,472   1,369   1,284   1,177   1,074     983     921
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.87 $119.78 $124.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       8      39      60
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.20 $141.45 $148.46 $ 99.92 $120.23 $132.32 $124.08 $136.52 $161.35 $165.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       491   1,337   2,455   3,252   3,922   4,211   4,268   4,165   4,007   3,883
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.29 $105.01 $ 70.65 $ 90.98 $ 99.91 $ 98.65 $108.25 $122.37 $128.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      90     570     600     614     565     527     489     467     505
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.22 $ 97.55 $ 64.09 $ 81.08 $ 99.41 $ 88.68 $102.21 $137.84 $138.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      50      93     113     120     121     111     104      98
------------------------------------------------------------------------------------------------------------------------



                                     I-10

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.16 $ 59.25 $ 75.10 $ 81.79 $ 77.11 $ 87.28 $106.16 $110.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     176     330     389     418     419     405     408     421
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.84 $115.92 $138.16 $ 91.48 $117.09 $125.01 $126.89 $140.93 $176.97 $188.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        17      23      87     155     200     224     203     190     176     155
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.10 $107.40 $ 65.59 $ 80.97 $ 89.42 $ 84.29 $ 94.98 $121.14 $131.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      32     228     241     265     252     231     208     189     168
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.58 $108.35 $ 63.26 $ 81.16 $ 86.47 $ 78.23 $ 92.10 $115.35 $115.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      30     188     210     250     249     247     240     238     234
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.14 $178.48 $182.06 $137.74 $149.37 $157.53 $163.72 $170.12 $166.15 $167.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       768     737     723     624     580     564     522     492     448     406
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.52 $132.13 $135.15 $ 77.18 $102.45 $129.03 $107.34 $117.94 $171.95 $165.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        80     216     308     303     317     309     276     249     261     222
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $181.76 $208.22 $185.20 $113.53 $141.60 $173.94 $156.14 $179.88 $253.28 $237.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       739     794     725     675     668     622     559     511     480     441
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.20 $118.28 $122.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       4      13      22
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $172.65 $186.13 $214.81 $117.58 $157.78 $207.94 $204.35 $233.02 $317.66 $324.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,791   1,655   1,500   1,411   1,367   1,291   1,180   1,071     992     918
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $202.92 $242.07 $241.63 $151.23 $194.39 $215.34 $205.86 $230.79 $313.62 $339.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,330   1,272   1,248   1,236   1,328   1,394   1,422   1,386   1,345   1,311
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.04 $128.19 $131.14 $ 87.59 $ 96.39 $110.04 $108.14 $125.60 $163.27 $175.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       232     292     333     358     386     381     367     388     424     399
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.10 $ 90.43 $100.04 $ 54.07 $ 69.81 $ 77.50 $ 76.67 $ 88.31 $117.03 $131.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       143     167     196     213     240     247     248     243     242     243
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.08 $131.65 $132.02 $ 78.59 $101.93 $116.45 $119.49 $138.41 $179.93 $196.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,015     923   1,410   1,258   1,168   1,072     963     884     825     744
------------------------------------------------------------------------------------------------------------------------



                                     I-11

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $265.43 $290.56 $297.34 $165.26 $209.74 $240.35 $238.97 $272.50 $356.11 $393.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     3,126   2,645   2,259   1,933   1,725   1,526   1,344   1,190   1,071     979
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.06 $116.08 $118.07 $106.08 $107.47 $112.15 $115.97 $118.03 $114.59 $115.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       574     643     748     667     798     771     721     684     639     599
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.43 $ 90.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      21
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $272.79 $310.53 $322.33 $199.82 $248.75 $281.41 $282.55 $321.22 $416.78 $464.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     3,219   2,920   2,757   2,594   2,527   2,394   2,246   2,120   2,010   1,936
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.04 $116.29 $118.65 $100.88 $116.08 $125.54 $125.53 $130.35 $142.73 $143.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      39      65      71      75      93     100      95      97      93
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.54 $136.64 $147.33 $100.79 $140.66 $184.08 $175.27 $203.78 $279.70 $284.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       251     362     647     842   1,109   1,363   1,484   1,517   1,556   1,523
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.50 $ 99.48 $107.28 $112.70 $113.38 $118.92 $122.49 $125.34 $120.55 $119.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      46     131     314     314     355     382     383     340     310
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.29 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       4      11
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $157.33 $160.48 $169.61 $173.78 $167.97 $173.15 $180.33 $179.64 $174.33 $174.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       613     532     504     484     438     402     369     336     299     272
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $146.39 $178.84 $197.62 $ 96.32 $121.08 $126.36 $109.42 $125.52 $150.42 $138.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     4,333   4,232   4,096   3,827   3,659   3,352   3,078   2,822   2,609   2,454
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.29 $119.26 $114.71 $ 71.36 $ 90.40 $102.76 $ 99.37 $116.10 $154.68 $166.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        47     110     144     151     161     166     175     180     204     488
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.43 $160.85 $156.76 $ 93.14 $121.58 $134.73 $125.98 $144.24 $193.23 $218.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       382     362     351     314     309     306     282     258     243     232
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 70.34 $ 69.04 $ 77.63 $ 48.81 $ 65.60 $ 75.04 $ 75.78 $ 85.77 $112.12 $124.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,822   1,671   1,480   1,401   1,420   1,314   1,246   1,199   1,132   1,094
------------------------------------------------------------------------------------------------------------------------



                                     I-12

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.40 $112.16 $104.09 $ 44.46 $ 52.26 $ 59.10 $ 58.12 $ 66.86 $ 86.79 $ 96.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13     108     128     147     201     207     448     436     419     425
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.00 $142.55 $163.42 $ 96.29 $130.37 $147.85 $130.24 $153.80 $172.45 $161.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      67     160     188     248     314     328     343     348     335
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.94 $128.68 $137.14 $ 68.62 $ 92.25 $114.44 $110.20 $127.28 $166.49 $179.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,577   1,735   1,869   2,031   2,200   2,138   2,037   1,961   1,903   1,858
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.29 $139.78 $144.74 $146.16 $144.61 $142.80 $140.87 $138.97 $137.09 $135.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        63      56      54      55      35      26      22      18      18      20
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.74 $133.39 $161.09 $ 83.71 $129.73 $169.33 $154.20 $165.45 $226.15 $221.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      93     226     285     478     688     807     807     746     714
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.94 $115.70 $ 67.64 $ 92.50 $105.12 $ 94.78 $112.55 $140.28 $140.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      14      82     114     168     240     346     360     390     410
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.73 $ 96.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       8      33
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.35 $ 98.40 $108.22 $102.45 $109.17 $108.61 $106.95 $107.09 $105.75 $104.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        82     167     270     619     803     776     662     608     559     513
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $166.86 $171.37 $177.18 $163.75 $171.70 $180.35 $180.55 $182.86 $176.30 $178.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       726     670     670     587     692     642     567     508     455     413
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.12 $162.73 $157.60 $102.42 $127.45 $158.20 $149.85 $170.81 $231.64 $239.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       537     672     766     808     921     897     854     804     769     737
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.11 $108.07 $114.32 $ 65.18 $ 91.73 $105.33 $101.90 $119.57 $162.71 $174.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        36      43     530     571     733     853     915   1,029   1,030   1,023
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.48 $132.31 $132.06 $ 78.13 $102.09 $113.88 $109.19 $121.59 $162.58 $183.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        41      92     127     111     120     121     109     103     103     111
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 84.15 $ 87.90 $ 96.54 $ 68.96 $ 95.45 $110.46 $102.58 $121.88 $167.23 $171.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       204     185     218     221     353     470     665     775     850     808
------------------------------------------------------------------------------------------------------------------------



                                     I-13

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





------------------------------------------------------------------------------------------------------
                                                       FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------
                                         2005 2006 2007 2008 2009 2010  2011    2012    2013    2014
                                                                 
------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $112.76 $129.21 $166.93 $183.89
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      327     498     586     628
------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $ 86.03 $100.31 $131.18 $146.62
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       20      57      89     125
------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $100.50 $126.76 $128.11 $144.53
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       60     130     169     214
------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $ 94.99 $109.61 $115.46 $115.71
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       18      52      64      73
------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $ 86.80 $ 98.69 $115.60 $114.15
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       39      88     117     157
------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $105.76 $115.42 $146.29 $150.34
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       36      47      48      48
------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $121.44 $136.18 $184.17 $185.49
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       18      18      21      20
------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $115.31 $115.33 $145.36 $128.27
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       78      99     120     159
------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $110.31 $129.12 $140.77 $141.52
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      156     349     427     469
------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $ 89.68 $100.48 $128.81 $137.08
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       45     177     304     331
------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $ 79.10 $ 82.07 $116.08 $116.35
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --       19      31      42      41
------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $ 91.70 $110.42 $107.59 $101.22
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      285     473     574     634
------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $107.72 $123.20 $155.15 $154.80
------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      157     291     446     553
------------------------------------------------------------------------------------------------------



                                     I-14

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $117.74 $135.54 $173.91 $190.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      10      18      22      23
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $110.60 $129.66 $168.53 $184.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      11      23      28      26
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $118.68 $133.79 $177.83 $193.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      48      81      96     110
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $116.42 $130.03 $154.23 $171.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --     106     184     228     304
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $136.36 $141.76 $156.14 $ 82.34 $111.78 $130.02 $120.51 $135.77 $183.75 $200.61
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,285   1,113     954     846     839     811     729     649     585     528
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.40 $115.08 $120.64 $121.96 $130.33 $136.56 $142.56 $148.34 $142.91 $146.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       375     370     371     378     415     480     487     527     481     427
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.11 $109.36 $120.73 $ 67.20 $ 93.99 $117.67 $106.94 $121.80 $168.45 $174.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       556     547     536     504     503     481     437     394     379     349
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.06 $139.29 $137.54 $ 86.89 $123.76 $152.52 $130.42 $147.73 $197.63 $205.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       390     391     368     346     347     344     316     278     256     226
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.16 $106.03 $123.67 $ 64.57 $100.93 $117.21 $110.07 $123.17 $164.77 $184.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       901     838     823     789     897     829     750     698     627     598
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.32 $114.60 $ 78.60 $ 93.30 $101.92 $ 97.73 $106.89 $120.29 $122.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11      60     109     141     154     156     141     141     128
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.27 $115.74 $ 74.21 $ 90.20 $ 99.61 $ 94.44 $105.15 $123.55 $126.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       7      61     108     162     190     202     211     227     242
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.16 $116.71 $ 71.34 $ 88.38 $ 98.29 $ 92.47 $104.11 $125.57 $129.45
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4      29      72     122     152     171     195     209     224
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.95 $118.00 $ 68.30 $ 86.09 $ 96.22 $ 89.68 $102.13 $126.18 $130.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      23      52      91     108     122     137     149     164
------------------------------------------------------------------------------------------------------------------------



                                     I-15

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.34% OR 1.35% DEPENDING UPON THE
INVESTMENT OPTION). (CONTINUED)





--------------------------------------------------------------------------------------------------
                                                     FOR THE YEARS ENDING DECEMBER 31,
                                         ---------------------------------------------------------
                                         2005 2006 2007 2008 2009 2010  2011   2012   2013   2014
                                                              
--------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
--------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $82.94 $84.37 $91.81 $73.06
--------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      44     90    109    129
--------------------------------------------------------------------------------------------------



                                     I-16

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%).





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.46 $108.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.43 $118.33 $112.54 $124.20 $139.69 $140.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $103.95 $104.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.15 $ 99.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 82.02 $ 94.14 $122.17 $130.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 88.56 $100.21 $129.31 $143.48
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 81.89 $ 93.17 $126.15 $129.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.03 $148.76 $155.64 $ 93.26 $116.99 $130.37 $118.84 $133.71 $166.61 $171.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.18 $115.58 $118.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.73 $112.94 $117.75 $103.26 $111.77 $118.15 $118.65 $122.28 $125.74 $127.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.56 $111.70 $114.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.25 $104.15 $105.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.49 $120.58 $125.34 $ 99.53 $112.23 $120.64 $118.05 $124.91 $135.70 $137.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-17

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $197.09 $266.22 $372.58 $156.59 $231.58 $254.37 $219.81 $253.40 $300.57 $301.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $141.49 $166.28 $188.80 $102.60 $136.84 $147.29 $120.58 $138.21 $160.07 $147.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 78.70 $ 90.42 $107.93 $ 99.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $136.12 $168.61 $183.08 $102.85 $132.01 $138.00 $114.01 $131.98 $155.21 $141.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 91.89 $102.29 $104.71 $ 64.59 $ 80.53 $ 90.62 $ 85.52 $ 96.91 $125.65 $138.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 90.50 $ 96.13 $109.53 $ 66.67 $ 88.60 $ 99.94 $ 94.89 $106.36 $141.91 $155.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9       8       7       7       7       6       5       5       5       5
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $126.32 $151.12 $142.29 $ 79.92 $ 95.00 $105.70 $ 99.17 $113.23 $147.82 $163.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       8       8       7       6       6       6       5       5
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.06 $137.53 $133.36 $ 79.42 $106.33 $128.33 $114.55 $133.91 $175.62 $191.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       2       2       2       2       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.17 $137.52 $144.38 $107.73 $124.54 $135.24 $130.42 $139.83 $155.88 $158.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       4       4       4       4       4       4       4       4       4
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.79 $119.56 $123.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.89 $140.94 $147.76 $ 99.34 $119.39 $131.26 $122.94 $135.12 $159.51 $163.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       2       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.26 $104.85 $ 70.47 $ 90.65 $ 99.43 $ 98.07 $107.49 $121.38 $127.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.18 $ 97.41 $ 63.93 $ 80.78 $ 98.93 $ 88.16 $101.50 $136.72 $137.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-18

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.10 $ 59.15 $ 74.88 $ 81.46 $ 76.72 $ 86.73 $105.38 $109.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.69 $115.63 $137.67 $ 91.05 $116.41 $124.15 $125.87 $139.64 $175.15 $186.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.10 $107.25 $ 65.42 $ 80.67 $ 88.99 $ 83.80 $ 94.31 $120.15 $129.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.54 $108.19 $ 63.10 $ 80.86 $ 86.06 $ 77.77 $ 91.46 $114.42 $114.00
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 96.58 $104.89 $106.88 $ 80.77 $ 87.49 $ 92.17 $ 95.68 $ 99.32 $ 96.89 $ 97.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.35 $131.81 $134.67 $ 76.82 $101.85 $128.13 $106.47 $116.86 $170.19 $163.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $141.51 $161.93 $143.86 $ 88.09 $109.75 $134.66 $120.74 $138.95 $195.43 $182.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.13 $118.06 $121.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.60 $135.25 $155.92 $ 85.25 $114.27 $150.43 $147.66 $168.20 $229.03 $233.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       2       2       2       2       2       2       2       1
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $154.23 $183.78 $183.24 $114.56 $147.09 $162.76 $155.42 $174.05 $236.25 $255.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       2       2       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $111.88 $127.87 $130.66 $ 87.18 $ 95.83 $109.28 $107.27 $124.45 $161.60 $173.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.09 $116.25 $128.45 $ 69.34 $ 89.44 $ 99.18 $ 98.01 $112.76 $149.27 $167.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.23 $130.57 $130.80 $ 77.77 $100.76 $114.98 $117.85 $136.36 $177.07 $192.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       2       3       3       2       2       2       1       1       1
------------------------------------------------------------------------------------------------------------------------



                                     I-19

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.21 $117.24 $119.86 $ 66.55 $ 84.37 $ 96.59 $ 95.93 $109.28 $142.67 $157.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        29      26      25      24      23      22      20      18      16      16
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.55 $115.42 $117.27 $105.24 $106.50 $111.02 $114.67 $116.57 $113.05 $114.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1      --      --       1      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.36 $ 90.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.47 $117.65 $121.98 $ 75.54 $ 93.93 $106.14 $106.45 $120.89 $156.67 $174.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        12      11      10       9       9       8       7       7       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.97 $116.08 $118.30 $100.47 $115.47 $124.75 $124.60 $129.24 $141.35 $141.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.38 $136.30 $146.80 $100.32 $139.84 $182.80 $173.86 $201.92 $276.83 $281.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.47 $ 99.34 $107.01 $112.30 $112.85 $118.22 $121.64 $124.33 $119.45 $118.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.21 $101.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.51 $129.92 $137.16 $140.38 $135.54 $139.56 $145.18 $144.47 $140.04 $140.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.75 $140.03 $154.56 $ 75.25 $ 94.48 $ 98.22 $ 85.20 $ 97.62 $116.86 $107.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       4       4       4       3       3       3       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.21 $119.04 $114.37 $ 71.07 $ 89.93 $102.11 $ 98.64 $115.11 $153.19 $164.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.33 $124.95 $121.64 $ 72.19 $ 94.13 $104.20 $ 97.32 $111.30 $148.94 $167.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 69.86 $ 68.47 $ 76.91 $ 48.30 $ 64.84 $ 74.09 $ 74.74 $ 84.50 $110.33 $122.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------



                                     I-20

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.38 $112.00 $103.83 $ 44.30 $ 52.01 $ 58.76 $ 57.72 $ 66.32 $ 86.00 $ 95.45
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.91 $142.29 $162.94 $ 95.89 $129.70 $146.92 $129.28 $152.49 $170.79 $159.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.25 $127.77 $136.02 $ 67.98 $ 91.29 $113.13 $108.81 $125.54 $164.03 $176.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.11 $116.74 $120.77 $121.83 $120.42 $118.78 $117.06 $115.36 $113.69 $112.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1      --       1       1      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.65 $133.14 $160.61 $ 83.37 $129.05 $168.26 $153.06 $164.04 $223.97 $219.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.91 $115.53 $ 67.46 $ 92.16 $104.61 $ 94.21 $111.76 $139.14 $139.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.66 $ 96.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.28 $ 98.22 $107.90 $102.03 $108.60 $107.93 $106.16 $106.18 $104.73 $103.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $131.90 $135.31 $139.74 $129.00 $135.11 $141.77 $141.77 $143.42 $138.12 $140.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $139.49 $161.81 $156.54 $101.61 $126.30 $156.61 $148.17 $168.71 $228.54 $236.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.95 $107.80 $113.91 $ 64.87 $ 91.19 $104.60 $101.09 $118.48 $161.04 $172.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.32 $131.98 $131.58 $ 77.76 $101.49 $113.09 $108.31 $120.48 $160.92 $181.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 83.56 $ 87.18 $ 95.65 $ 68.24 $ 94.35 $109.06 $101.17 $120.07 $164.57 $168.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-21

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





-----------------------------------------------------------------------------------------------------
                                                      FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------
                                         2005 2006 2007 2008 2009 2010  2011   2012    2013    2014
                                                                
-----------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $89.78 $102.76 $132.61 $145.92
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $85.97 $100.12 $130.80 $146.03
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $87.60 $110.37 $111.42 $125.56
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $94.92 $109.41 $115.12 $115.24
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $86.74 $ 98.51 $115.26 $113.69
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $85.14 $ 92.81 $117.51 $120.63
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $88.33 $ 98.93 $133.65 $134.46
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $86.86 $ 86.77 $109.25 $ 96.29
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $98.24 $114.86 $125.08 $125.61
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $89.62 $100.29 $128.43 $136.53
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $79.04 $ 81.92 $115.74 $115.88
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $82.12 $ 98.77 $ 96.13 $ 90.34
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
-----------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $91.22 $104.22 $131.09 $130.66
-----------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --      --      --      --
-----------------------------------------------------------------------------------------------------



                                     I-22

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 92.32 $106.16 $136.06 $148.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 90.30 $105.74 $137.28 $149.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 92.48 $104.14 $138.26 $150.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 94.91 $105.89 $125.44 $139.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 75.62 $ 78.53 $ 86.41 $ 45.52 $ 61.74 $ 71.74 $ 66.42 $ 74.76 $101.08 $110.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       4       4       5       5       5       4       4       3
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $111.90 $114.44 $119.83 $121.01 $129.17 $135.19 $140.97 $146.53 $141.01 $144.17
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.66 $108.75 $119.92 $ 66.68 $ 93.16 $116.49 $105.75 $120.32 $166.20 $171.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.51 $138.52 $136.63 $ 86.21 $122.66 $150.99 $128.97 $145.92 $194.99 $202.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.71 $105.44 $122.84 $ 64.06 $100.03 $116.04 $108.85 $121.67 $162.58 $181.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.28 $114.43 $ 78.40 $ 92.95 $101.43 $ 97.15 $106.14 $119.31 $121.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.23 $115.57 $ 74.01 $ 89.86 $ 99.13 $ 93.88 $104.41 $122.55 $125.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.12 $116.54 $ 71.16 $ 88.05 $ 97.82 $ 91.92 $103.37 $124.55 $128.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.91 $117.82 $ 68.12 $ 85.77 $ 95.76 $ 89.15 $101.41 $125.15 $129.23
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-23

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014 (DAILY ASSET CHARGE OF 1.45%). (CONTINUED)





--------------------------------------------------------------------------------------------------
                                                     FOR THE YEARS ENDING DECEMBER 31,
                                         ---------------------------------------------------------
                                         2005 2006 2007 2008 2009 2010  2011   2012   2013   2014
                                                              
--------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
--------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $82.88 $84.22 $91.54 $72.76
--------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --     --     --     --
--------------------------------------------------------------------------------------------------





                                     I-24

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION





Appendix II: 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 June 15, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight* years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





-------------------------------------------------------------------------------------------------------------------------
                                                                             HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                              ON JUNE 15, 2019
                                                                             --------------------------------------------
                                                                                2%                   6%
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) market adjusted amount/(b)/                                              $126,455             $108,409
-------------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                               $116,998             $116,998
-------------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) - (2)                                       $  9,457             $ (8,589)
-------------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)]                                                        $  3,739             $ (3,961)
-------------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 - (4)  $ 46,261             $ 53,961
-------------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) - $50,000                                     $ 76,455             $ 58,409
-------------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) - (5)                                         $ 70,738             $ 63,037
-------------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                      $ 82,762             $ 73,752
-------------------------------------------------------------------------------------------------------------------------



You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (left column), a portion of a positive
market value adjustment is realized.

Notes:


*  In Oregon, seven is the maximum maturity year.

(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  =        $136,886       where j is either 2% or 6%
----------------    --------------------
(1+j)/(D/365)/      (1+j)/(1,461/365)/



(c)Fixed maturity amount is based on the following calculation:


              
Maturity value  =         $136,886
----------------    -----------------------
(1+h)/(D/365)/      (1+0.04)/(1,461/365)/



(d)Maturity value is based on the following calculation:




   Fixed maturity amount x (1+h)/(D/365)  /=  ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     II-1

                 APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix III: 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 have exercised our right to either (i) limit or (ii) discontinue
contributions to the contracts, including contributions made through our
automatic investment program or a payroll deduction program.

We currently continue to accept contributions in the following:

..   All series 300 contracts issued in Florida.

..   Series 400 traditional IRA, Roth IRA and QP IRA contracts issued in Florida.

..   All series 400 contracts issued in Maryland.

STATES WHERE CERTAIN EQUI-VEST(R) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE OR
VARY:



-------------------------------------------------------------------------------
 STATE      FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
-------------------------------------------------------------------------------
                                        
CALIFORNIA  See "Your right to cancel within  If you reside in the state of
            a certain number of days" under   California and you are age 60 or
            "Contract features and benefits"  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
                                              EQ/Money Market option (and/or
                                              the guaranteed interest option),
                                              the amount of your refund will
                                              be equal to your contribution
                                              less interest, 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 variable
                                              investment options other than
                                              the EQ/Money Market option
                                              and/or the 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 "How you can contribute to    For all series 300 contracts,
            your contract" in "Contract       the $6,000 contribution
            features and benefits"            limitation per calendar year
                                              does not apply.
                                              For all series 400 and series
                                              500 contracts, acceptance of
                                              contributions has been
                                              discontinued.
-------------------------------------------------------------------------------
MARYLAND    See "How you can contribute to    For series 400 traditional IRA,
            your contract" in "Contract       Roth IRA and QP IRA contracts,
            features and benefits"            the $6,000 contribution
                                              limitation per calendar year
                                              does not apply. For series 400
                                              NQ contracts, acceptance of
                                              additional contributions has not
                                              been discontinued.
                                              For series 500 contracts, the
                                              limitation on contributions does
                                              not apply.
-------------------------------------------------------------------------------
NEW YORK    See "Selecting an annuity payout  In the second to last paragraph
            option" in "Your annuity payout   in this section, the second line
            option" under "Accessing your     in the paragraph "(1) the amount
            money"                            applied to purchase the
                                              annuity;" is deleted in its
                                              entirety and replaced with the
                                              following:

                                              (1)The amount applied to provide
                                                 the annuity will be: (a) the
                                                 account value for any life
                                                 annuity form or (b) the cash
                                                 value for any period certain
                                                 annuity form except that, if
                                                 the period certain is more
                                                 than five years, the amount
                                                 applied will be no less than
                                                 95% of the account value.
-------------------------------------------------------------------------------


                                     III-1

                         APPENDIX III: STATE CONTRACT
        AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS









--------------------------------------------------------------------------------
 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------
                                         
PUERTO RICO  See "Taxation of nonqualified     There are special rules for
             annuities" under " Tax            nonqualified contracts issued in
             information"                      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 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. We
                                               require owners or beneficiaries
                                               of annuity contracts in Puerto
                                               Rico that are not individuals to
                                               document their status to avoid
                                               30% FATCA withholding from U.S.
                                               - source income.
--------------------------------------------------------------------------------
WASHINGTON   See "Fixed maturity options" in   The fixed maturity options are
             "What are your investment         not available for contracts
             options under the contract?"      issued after August 13, 2001.
             under "Contract features and
             benefits"
--------------------------------------------------------------------------------



                                     III-2

                         APPENDIX III: STATE CONTRACT
        AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                         2

Calculation of Annuity Payments                               2

Custodian and Independent Registered Public Accounting Firm   2

Distribution of the Contracts                                 2

Calculating Unit Values                                       3

Financial Statements                                          3


HOW TO OBTAIN AN EQUI-VEST(R) (SERIES 100-500) STATEMENT OF ADDITIONAL
INFORMATION FOR
SEPARATE ACCOUNT A

Call 1 (800) 628-6673 or send this request form to:
  EQUI-VEST(R)
  Processing Office
  AXA Equitable
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) (Series 100-500) Statement of Additional
Information dated May 1, 2015.
(Combination variable and fixed deferred annuity)
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                                                        #792957






EQUI-VEST(R) Express/SM/ (Series 700)

A combination variable and fixed deferred annuity contract


PROSPECTUS DATED MAY 1, 2015


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. YOU SHOULD READ THE PROSPECTUSES FOR EACH TRUST
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

WHAT IS EQUI-VEST(R) EXPRESS/SM/?

EQUI-VEST(R) Express/SM/ 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 also offers death benefit protection and a number
of payout options. You invest to accumulate value on a tax-deferred basis in
one or more of our variable investment options or in our fixed maturity options
("investment options").

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 contract should also be read carefully.

This contract is no longer being sold. This prospectus is used with current
contract owners only. All features and benefits described in this prospectus
may not have been available at the time you purchased your contract. We have
the right to restrict availability of any feature or benefit. We can refuse to
accept any application or contribution from you at any time, including after
the purchase of the contract.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS

.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond

.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(1)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible

.. EQ/Capital Guardian Research
.. EQ/Common Stock Index
.. EQ/Equity 500 Index
.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value

.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth


.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock
.. MFS(R) Technology
.. MFS(R) Utilities
.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology
.. Van Eck VIP Global Hard Assets

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

INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA/Templeton Global Equity Managed Volatility

.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(1)/
.. AXA Aggressive Allocation
.. AXA Balanced Strategy
.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Moderate Allocation
.. AXA Moderate Growth Strategy
.. AXA Moderate-Plus Allocation
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(2)/

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

(1)This is the variable investment option's new name, effective on or about
   May 22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for this variable investment option's
   former name.
(2)This variable investment option will be available on or about May 22, 2015,
   subject to regulatory approval. Please see "Portfolios of the Trusts" later
   in this prospectus for more information.


You may allocate amounts to any of the variable investment options. At anytime,
we have the right to terminate your contributions. Each variable investment
option is a subaccount of Separate Account A. Each variable investment option,
in turn, invests in a corresponding securities portfolio that is part of one of
the trusts (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 fixed maturity options, which are discussed
later in this prospectus.

TYPES OF CONTRACTS. For existing and new contract owners, we offer the
contracts for use as:

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

..   An individual retirement annuity ("IRA"), any of traditional IRA, Roth IRA
    or Inherited IRA beneficiary continuation contracts ("Inherited IRA").

A minimum contribution of $50 ($5,000 for Inherited IRA) is required to
purchase a contract.

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.

                                                     EV Express Series 700 (IF)

                                                                        #792880








For existing contract owners only:

..   QP IRA (Please see Appendix I for more information.) Unless otherwise
    indicated, information for QP IRA is the same as traditional IRA.


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, 2015, is a part of one of the registration
statements. The SAI is available free of charge. You may request one by writing
to our processing office at P.O. Box 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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.


You have previously purchased an EQUI-VEST(R) contract and are receiving this
prospectus as a current contract owner. As a current contract owner, you should
note that the options, features and charges of the contract may have varied
over time and may vary depending on your state. For more information about the
particular options, features and charges applicable to you, please contact your
financial professional and/or refer to your contract and/or see Appendix IV.






Contents of this Prospectus

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









             Index of key words and phrases                      5
             Who is AXA Equitable?                               6
             How to reach us                                     7
             EQUI-VEST(R) Express/SM/ at a glance -- key
               features                                          9

             ------------------------------------------------------
             FEE TABLE                                          11
             ------------------------------------------------------

             Examples                                           12
             Condensed financial information                    12

             ------------------------------------------------------
             1. CONTRACT FEATURES AND BENEFITS                  13
             ------------------------------------------------------
             How you can contribute to your contract            13
             Owner and annuitant requirements                   15
             How you can make your contributions                15
             What are your investment options under the
               contract?                                        15
             Portfolios of the Trusts                           16
             Allocating your contributions                      25
             Your right to cancel within a certain number of
               days                                             26
             Inherited IRA beneficiary continuation contract    26

             ------------------------------------------------------
             2. DETERMINING YOUR CONTRACT'S VALUE               28
             ------------------------------------------------------
             Your account value and cash value                  28
             Your contract's value in the variable investment
               options                                          28
             Your contract's value in the fixed maturity
               options                                          28

             ------------------------------------------------------
             3. TRANSFERRING YOUR MONEY AMONG INVESTMENT
               OPTIONS                                          29
             ------------------------------------------------------
             Transferring your account value                    29
             Disruptive transfer activity                       29
             Automatic transfer options                         30
             Rebalancing your account value                     30

             ------------------------------------------------------
             4. ACCESSING YOUR MONEY                            32
             ------------------------------------------------------
             Withdrawing your account value                     32
             How withdrawals are taken from your account value  33
             Surrender of your contract to receive its cash
               value                                            33
             Termination                                        33
             When to expect payments                            33
             Your annuity payout options                        33


-------------
"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.

                                      3

                          CONTENTS OF THIS PROSPECTUS

When we use the word "contract" it also includes certificates that are issued
under group contracts in some states.








                                                                   
      -------------------------------------------------------------------
      5. CHARGES AND EXPENSES                                         36
      -------------------------------------------------------------------
      Charges that AXA Equitable deducts                              36
      Charges under the contracts                                     36
      Charges that the Trusts deduct                                  37
      Group or sponsored arrangements                                 38
      Other distribution arrangements                                 38

      -------------------------------------------------------------------
      6. PAYMENT OF DEATH BENEFIT                                     39
      -------------------------------------------------------------------
      Your beneficiary and payment of benefit                         39
      How death benefit payment is made                               40
      Beneficiary continuation option                                 40

      -------------------------------------------------------------------
      7. TAX INFORMATION                                              42
      -------------------------------------------------------------------
      Overview                                                        42
      Buying a contract to fund a retirement arrangement              42
      Transfers among investment options                              42
      Taxation of nonqualified annuities                              43
      Individual retirement arrangements ("IRAs")                     44
      Traditional individual retirement annuities (traditional IRAs)  45
      Roth individual retirement annuities ("Roth IRAs")              50
      Federal and state income tax withholding and information
        reporting                                                     53
      Impact of taxes to AXA Equitable                                53

      -------------------------------------------------------------------
      8. MORE INFORMATION                                             54
      -------------------------------------------------------------------
      About our Separate Account A                                    54
      About the Trusts                                                54
      About our fixed maturity options                                54
      About the general account                                       55
      About other methods of payment                                  56
      Dates and prices at which contract events occur                 56
      About your voting rights                                        56
      Cybersecurity                                                   57
      Statutory compliance                                            57
      About legal proceedings                                         57
      Financial statements                                            57
      Transfers of ownership, collateral assignments, loans, and
        borrowing                                                     57
      Distribution of the contracts                                   58

      -------------------------------------------------------------------
      9. INCORPORATION OF CERTAIN DOCUMENTS BY
        REFERENCE                                                     61
      -------------------------------------------------------------------




                                                         
       -----------------------------------------------------------------
       APPENDICES
       -----------------------------------------------------------------
         I  --  QP IRA contracts                                    I-1
        II  --  Condensed financial information                    II-1
       III  --  Market value adjustment example                   III-1
        IV  --  State contract availability and/or variations of
                  certain features and benefits                    IV-1

       -----------------------------------------------------------------
       STATEMENT OF ADDITIONAL INFORMATION
         Table of contents
       -----------------------------------------------------------------


                                      4

                          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

           account value                                          28
           annuitant                                              13
           annuity payout options                                 33
           AXA Equitable Access Account                           40
           beneficiary                                            39
           beneficiary continuation option                        40
           business day                                        15,56
           cash value                                             28
           conduit IRA                                        48,I-1
           contract date                                          13
           contract date anniversary                              13
           contract year                                          13
           contributions                                          13
           contributions to Roth IRAs                             50
              regular contributions                               45
              rollovers and direct transfers                      50
              conversion contributions                            51
           contributions to traditional IRAs                      45
              regular contributions                               45
              rollovers and transfers                             46
           disruptive transfer activity                           29
           fixed maturity amount                                  25
           fixed maturity options                                 25
           IRA                                                  1,44
           IRS                                                    42


                                                               PAGE

           Inherited IRA                                       1,26
           investment options                                  1,15
           market adjusted amount                             25,55
           market timing                                         29
           market value adjustment                               25
           maturity value                                        25
           NQ                                                     1
           Online Account Access                                  7
           partial withdrawals                                   32
           portfolio                                             11
           principal assurance allocation                        26
           processing office                                      7
           QP IRA                                                 2
           rate to maturity                                      25
           regular contribution                                  45
           Required Beginning Date                               48
           Roth IRA                                            1,50
           SAI                                                    2
           SEC                                                    2
           TOPS                                                   7
           traditional IRA                                       45
           Trusts                                              1,54
           unit                                                  28
           unit investment trust                                 54
           variable investment options                         1,15

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 do 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.

-----------------------------------------------------------------------------
 PROSPECTUS                            CONTRACT OR SUPPLEMENTAL MATERIALS
-----------------------------------------------------------------------------
fixed maturity options                 Guarantee Periods or Fixed Maturity
                                       Accounts

variable investment options            Investment Funds or Investment
                                       Divisions

account value                          Annuity Account Value

rate to maturity                       Guaranteed Rates

unit                                   Accumulation unit

unit value                             Accumulation unit value
-----------------------------------------------------------------------------

                                      5

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      6

                             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 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 NQ AND IRA OWNERS WHO SEND CONTRIBUTIONS INDIVIDUALLY BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Express/SM/
  Individual Annuity Lockbox
  P.O. Box 13459
  Newark, NJ 07188-0459

FOR NQ AND IRA OWNERS WHO SEND CONTRIBUTIONS INDIVIDUALLY BY EXPRESS DELIVERY:

  AXA Equitable
  JPMorganChase
  EQUI-VEST(R) Lockbox #13459
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be listed on express mail package
  Attn: Extraction Supervisor, (718) 242-0716

FOR NQ AND IRA CONTRIBUTIONS REMITTED BY EMPLOYERS AND SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Express/SM/
  Unit Annuity Lockbox
  P.O. Box 13463
  Newark, NJ 07188-0463

FOR NQ AND IRA CONTRIBUTIONS REMITTED BY EMPLOYERS AND SENT BY EXPRESS DELIVERY:

  JPMorganChase
  EQUI-VEST(R) Lockbox #13463
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be listed on express mail package
  Attn: Extraction Supervisor, (718) 242-0716
--------------------------------------------------------------------------------
 FOR CORRESPONDENCE WITHOUT CHECKS:

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  100 Madison Street, Suite 1000
  Syracuse, NY 13202

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

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: 100 Madison Street, Suite 1000, Syracuse, New York 13202.
--------------------------------------------------------------------------------
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
--------------------------------------------------------------------------------
 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 fixed maturity options; and

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

You can also:

..   change your allocation percentages and/or transfer among the variable
    investment options (not available for transfers to fixed maturity options);
    and

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

Under Online Account Access only you can:

..   make a contribution to your IRA or NQ annuity contract;

..   elect to receive certain contract statements electronically;

..   change your address;

                                      7

                             WHO IS AXA EQUITABLE?







..   access "Frequently Asked Questions" and certain service forms; and

..   obtain performance information regarding the variable investment options.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll-free (800) 755-7777. You may use
Online Account Access by visiting our website at www.axa.com and clicking on
Online Account Access. 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).


We reserve the right to discontinue offering TOPS at any time in the future.

--------------------------------------------------------------------------------
 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. to 7:00
p.m., and on Friday until 5:00 p.m., Eastern Time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you, via the TDD.
--------------------------------------------------------------------------------
 TOLL-FREE TELEPHONE SERVICE:

You may reach us toll-free by calling (800) 841-0801 for a recording of daily
unit values for the variable investment options.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)conversion of your traditional IRA contract to a Roth IRA contract;

(2)cancellation of your Roth IRA contract and return to a traditional IRA
   contract;

(3)election of the automatic investment program;

(4)election of general dollar-cost averaging;

(5)election of the rebalancing program;

(6)election of the automatic deposit service;

(7)election of the required minimum distribution automatic withdrawal option;

(8)election of the beneficiary continuation option;

(9)election of the principal assurance allocation;

(10)request for a transfer/rollover of assets or 1035 exchange to another
    carrier;

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

(12)contract surrender and withdrawal requests;

(13)death claims; and

(14)partial annuitization of an NQ contract.

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

(1)address changes;

(2)beneficiary changes;

(3)transfers among investment options; and

(4)change of ownership.

TO CHANGE OR CANCEL 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;

(3)rebalancing program;

(4)systematic withdrawals; and

(5)the date annuity payments are to begin.

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

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, all must sign.

                                      8

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) Express/SM/ at a glance -- key features

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


                      
PROFESSIONAL INVESTMENT  EQUI-VEST(R) Express/SM/ variable
MANAGEMENT               investment options invest in different
                         portfolios sub-advised by professional
                         investment advisers.
-----------------------------------------------------------------
FIXED MATURITY OPTIONS   .   10 fixed maturity options with
                             maturities ranging from
                             approximately 1 to 10 years.
                         .   Each fixed maturity option offers a
                             guarantee of principal and interest
                             rate if you hold it to maturity.
                         ----------------------------------------
                         If you make any withdrawals (including
                         transfers, surrender or termination 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.
-----------------------------------------------------------------


                                                   
TAX ADVANTAGES  .   On earnings inside the contract      No tax until you make withdrawals from your contract or
                .   On transfers inside the contract     receive annuity payments.
                                                         No tax on transfers among investment options.
                -----------------------------------------------------------------------------------------------------


                   
                      You should be aware that annuity
                      contracts that were purchased as an
                      Individual Retirement Annuity (IRA) do
                      not provide tax deferral benefits
                      beyond those already provided by the
                      Internal Revenue Code for individual
                      retirement arrangements. Before
                      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
                      contracts with any other investment
                      that you may use in connection with
                      your retirement plan or arrangement.
                      (For more information, see "Tax
                      information" later in this prospectus.)
--------------------------------------------------------------
CONTRIBUTION AMOUNTS  .   NQ, traditional IRA and Roth IRA:
                          Minimum: $50 initial and additional
                          ($20 under our automatic investment
                          program)
                      .   Inherited IRA $5,000 (initial)
                          (minimum) $1,000 (additional)
                          (minimum)
                      .   Maximum contribution limitations
                          apply to all contracts.
                      ----------------------------------------
                      In general, contributions are limited
                      to $1.5 million ($500,000 for owners or
                      annuitants who are age 81 and older at
                      contract issue) under all EQUI-VEST(R)
                      series, EQUI-VEST(R) At Retirement/SM/
                      and At Retirement/SM/ contracts with
                      the same owner or annuitant or $2.5
                      million under all AXA Equitable annuity
                      accumulation contracts with the same
                      owner or annuitant. 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, see "How you can
                      contribute to your contract" in
                      "Contract features and benefits" later
                      in this prospectus.
--------------------------------------------------------------
ACCESS TO YOUR MONEY  .   Partial withdrawals
                      .   Several periodic withdrawal options
                      .   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 penalty tax.
--------------------------------------------------------------
PAYOUT OPTIONS        .   Fixed annuity payout options
                      .   Variable Immediate Annuity payout
                          options (as described in a separate
                          prospectus for that option)
--------------------------------------------------------------
ADDITIONAL FEATURES   .   General dollar-cost averaging
                      .   Automatic investment program
                      .   Account value rebalancing
                          (quarterly, semiannually and
                          annually)
                      .   Principal assurance allocation
                      .   No charge on transfers among
                          investment options
                      .   Minimum death benefit
--------------------------------------------------------------
FEES AND CHARGES      Please see "Fee table" later in this
                      prospectus for details.
--------------------------------------------------------------
ANNUITANT ISSUE AGES  0-83 (0-70 for Inherited IRA)
--------------------------------------------------------------


                                      9

             EQUI-VEST(R) EXPRESS/SM/ AT A GLANCE -- KEY FEATURES







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 IS NO LONGER BEING SOLD. 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 IV 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 the same 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. Some Selling broker-dealers may limit their clients from purchasing
some optional benefits based upon the client's age.

                                      10

             EQUI-VEST(R) EXPRESS/SM/ AT A GLANCE -- KEY FEATURES





Fee table

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

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

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase a Variable
Immediate Annuity payout option or make certain transfers and exchanges.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.


                                                     
----------------------------------------------------------------------------------
 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)./(1)/        7.00%

Charge for third-party transfer or exchange (for each
occurrence)/(2)/                                        $65 (current and maximum)


                                                     

Special services charges

  .   Wire transfer charge/(3)/                         $90 (current and maximum)

  .   Express mail charge/(3)/                          $35 (current and maximum)
------------------------------------------------------------------------------------




The next table describes the fees and expenses that
you will pay periodically during the time that you own
the contract, not including underlying Trust portfolio
fees and expenses.


                                                       
---------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
---------------------------------------------------------------------------------
Maximum annual administrative charge:
   If your account value on the last day of your
   contract year is less than $25,000 for NQ contracts
   (or less than $20,000 for IRA contracts)               $65 ($30 current)/(4)/

   If your account value on the last day of your
   contract year is $25,000 or more for NQ contracts
   (or $20,000 or more for IRA contracts)                 $0



--------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS
 EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
--------------------------------------------------------------


                                                                
SEPARATE ACCOUNT ANNUAL EXPENSES:

                                                             Maximum  Current
                                                             -------  -------
Mortality and expense risks/(5)/                             1.65%    0.70%
Other expenses                                               0.35%    0.25%
                                                             -----    -----
TOTAL SEPARATE ACCOUNT A ANNUAL EXPENSES                     2.00%    0.95%
------------------------------------------------------------------------------


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 2014 (expenses that are deducted from portfolio  Lowest Highest
assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(*)/        0.62%  2.98%
-------------------------------------------------------------------------------------------------------------



Notes:


(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.




                                                                                 
----------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
----------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense  Lowest Highest
Limitation Arrangements/(6)/                                                    0.62%  1.43%
----------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

                                      11

                                   FEE TABLE







(1)Deducted upon a withdrawal of amounts in excess of the 10% free withdrawal
   amount. Important exceptions and limitations may eliminate or reduce this
   charge.

   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".



Contract Year
-------------
                                                
1................................................. 7.00%
2................................................. 6.00%
3................................................. 5.00%
4................................................. 4.00%
5................................................. 3.00%
6................................................. 2.00%
7................................................. 1.00%
8+................................................ 0.00%


(2)This charge will never exceed 2% of the amount disbursed or transferred.

(3)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(4)During the first two contract years, this charge is equal to the lesser of
   2% of your account value plus any prior withdrawals during the Contract year
   or $30, if this charge applies.

(5)A portion of this charge is for providing the death benefit.


(6)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the portfolios.


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
underlying portfolio fees and expenses). For a complete description of
portfolio charges and expenses, please see the prospectus for each Trust.


The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated. The examples use an average annual
administrative charge based on charges paid in 2014, which results in an
estimated annual charge of 0.0497% of contract value.


The fixed maturity options are not covered by the fee table and examples.
However, the annual administrative charge, the withdrawal charge, the
third-party transfer or exchange charge, and the charge if you elect a Variable
Immediate Annuity payout option do apply to the fixed maturity options. A
market value adjustment (up or down) will apply as a result of a withdrawal,
transfer, or surrender of amounts from a fixed maturity option.

These examples should not be considered a representation of past or future
expenses for any 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.

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
examples also assume (i) maximum contract charges rather than the lower current
expenses discussed in "Charges and expenses" later in this prospectus (except
the annual administrative charge which is described above); (ii) the total
annual expenses of the portfolios (before expense limitations) set forth in the
previous tables; and (iii) there is no waiver of the withdrawal charge.
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 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                       $1,156   $2,025    $2,891    $5,213    $528    $1,579    $2,625    $5,213
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  924   $1,339    $1,764    $3,096    $280    $  859    $1,464    $3,096
---------------------------------------------------------------------------------------------------------------





CONDENSED FINANCIAL INFORMATION


Please see Appendix II at the end of this prospectus for the unit values and
the number of units outstanding as of the end of the period shown for each of
the variable investment options available as of December 31, 2014.


                                      12

                                   FEE TABLE





1. Contract features and benefits

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

HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

The following table summarizes our current rules regarding contributions to
your contract, which 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. The minimum contribution amount
under our automatic investment program is $20. We discuss the automatic
investment program under "About methods of payment" in "More information" later
in this prospectus. All ages in the table refer to the age of the annuitant
named in the contract. The contract is no longer available to new purchasers.

Upon advance notice to you, we may exercise certain rights we have under the
contract regarding contributions, including our right 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 the number of variable investment options which you may elect.

--------------------------------------------------------------------------------
WE RESERVE THE RIGHT TO CHANGE OUR CURRENT LIMITATIONS ON YOUR CONTRIBUTIONS
AND TO DISCONTINUE ACCEPTANCE OF CONTRIBUTIONS.
--------------------------------------------------------------------------------

See "Tax information" later in this prospectus for a more detailed discussion
of sources of contributions and certain contribution limitations. We currently
do not accept any contribution if (i) the aggregate contributions under one or
more EQUI-VEST(R) series, EQUI-VEST(R) At Retirement/SM/ and At Retirement/SM/
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 criteria we determine.

--------------------------------------------------------------------------------
THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING
CONTRACT BENEFITS. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER.
--------------------------------------------------------------------------------

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



-----------------------------------------------------------------------------------------------------
                 AVAILABLE FOR         MINIMUM              SOURCE OF            LIMITATIONS ON
 CONTRACT TYPE   ANNUITANT ISSUE AGES  CONTRIBUTIONS        CONTRIBUTIONS        CONTRIBUTIONS
-----------------------------------------------------------------------------------------------------
                                                                     
NQ               0 through 83          .   $50 additional   .   After-tax money. .   Additional
                                                            .   Paid to us by        contributions
                                                                check or             can be made up
                                                                transfer of          to age 84.
                                                                contract value
                                                                in a tax
                                                                deferred
                                                                exchange under
                                                                Section 1035 of
                                                                the Internal
                                                                Revenue Code.
                                                            .   Paid to us by
                                                                an employer who
                                                                establishes a
                                                                payroll
                                                                deduction
                                                                program.
-----------------------------------------------------------------------------------------------------


                                      13

                        CONTRACT FEATURES AND BENEFITS








-----------------------------------------------------------------------------------------------------
                 AVAILABLE FOR         MINIMUM              SOURCE OF            LIMITATIONS ON
 CONTRACT TYPE   ANNUITANT ISSUE AGES  CONTRIBUTIONS        CONTRIBUTIONS        CONTRIBUTIONS
-----------------------------------------------------------------------------------------------------
                                                                     
Traditional IRA  0 through 83          .   $50 additional   .   "Regular"        .   Additional
                                                                traditional IRA      rollover
                                                                contributions        contributions
                                                                either made by       can be made up
                                                                you or paid to       to age 84.
                                                                us by an         .   Regular IRA
                                                                employer who         contributions
                                                                establishes a        may not exceed
                                                                payroll              $5,500.
                                                                deduction        .   No regular IRA
                                                                program.             contributions
                                                            .   Additional           in the calendar
                                                                catch-up             year you turn
                                                                contributions.       age 70 1/2 and
                                                            .   Eligible             thereafter.
                                                                rollover         .   Rollover and
                                                                distributions        direct transfer
                                                                from 403(b)          contributions
                                                                plans,               after age
                                                                qualified plans      70 1/2 must be
                                                                and                  net of required
                                                                governmental         minimum
                                                                employer EDC         distributions.
                                                                plans.           .   Additional
                                                            .   Rollovers from       catch-up
                                                                another              contributions
                                                                traditional          of up to $1,000
                                                                individual           per calendar
                                                                retirement           year where the
                                                                arrangement.         owner is at
                                                            .   Direct               least age 50
                                                                custodian-to-        but under age
                                                                custodian            70 1/2 at any
                                                                transfers from       time during the
                                                                other                calendar year
                                                                traditional          for which the
                                                                individual           contribution is
                                                                retirement           made.
                                                                arrangements.
-----------------------------------------------------------------------------------------------------
Roth IRA         0 through 83          .   $50 additional   .   Regular Roth     .   Additional
                                                                IRA                  contributions
                                                                contributions        can be made up
                                                                either made by       to age 84.
                                                                you or paid to   .   Regular Roth
                                                                us by an             IRA
                                                                employer who         contributions
                                                                establishes a        may not exceed
                                                                payroll              $5,500.
                                                                deduction        .   Contributions
                                                                program.             are subject to
                                                            .   Additional           income limits
                                                                catch-up             and other tax
                                                                contributions.       rules. See
                                                            .   Rollovers from       "Contributions
                                                                another Roth         to Roth IRAs"
                                                                IRA.                 in "Tax
                                                            .   Rollovers from       information"
                                                                a "designated        later in this
                                                                Roth                 prospectus.
                                                                contribution     .   Additional
                                                                account" under       catch-up
                                                                specified            contributions
                                                                retirement           of up to $1,000
                                                                plans.               per calendar
                                                            .   Conversion           year where the
                                                                rollovers from       owner is at
                                                                a traditional        least age 50 at
                                                                IRA or other         any time during
                                                                eligible             the calendar
                                                                retirement plan.     year for which
                                                            .   Direct               the
                                                                transfers from       contribution is
                                                                another Roth         made.
                                                                IRA.
-----------------------------------------------------------------------------------------------------


                                      14

                        CONTRACT FEATURES AND BENEFITS








------------------------------------------------------------------------------------------------------
                  AVAILABLE FOR         MINIMUM              SOURCE OF            LIMITATIONS ON
 CONTRACT TYPE    ANNUITANT ISSUE AGES  CONTRIBUTIONS        CONTRIBUTIONS        CONTRIBUTIONS
------------------------------------------------------------------------------------------------------
                                                                      
Inherited IRA     0 through 70          .   $1,000           .   Direct           .   Any additional
(traditional IRA                            additional           custodian-to-        contributions
or Roth IRA)                                                     custodian            must be from
                                                                 transfers of         the same type
                                                                 your interest        of IRA of the
                                                                 as death             same deceased
                                                                 beneficiary of       owner.
                                                                 the deceased     .   If this
                                                                 owner's              Inherited IRA
                                                                 traditional          was purchased
                                                                 individual           by a non-
                                                                 retirement           spousal
                                                                 arrangement or       beneficiary
                                                                 Roth IRA to an       direct rollover
                                                                 IRA of the same      from a
                                                                 type.                qualified plan,
                                                                                      403(b) plan or
                                                                                      governmental
                                                                                      employer 457(b)
                                                                                      plan, there are
                                                                                      no additional
                                                                                      contributions.
------------------------------------------------------------------------------------------------------

See "Tax information" later 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" later in this
prospectus. Please review your contract for information on contribution
limitations.

OWNER AND ANNUITANT REQUIREMENTS


Under NQ contracts, the annuitant can be different than 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. Owners that are
not individuals may be required to document their status to avoid 30% Foreign
Account Tax Compliance Act ("FATCA") withholding from U.S.-source income.


Under traditional and Roth IRA contracts, the owner and annuitant must be the
same person. For owner and annuitant requirements for Inherited IRA, see
"Inherited IRA beneficiary continuation contract" later in this prospectus.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as noted below, contributions must be made 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
direct transfer. We do not accept third-party checks endorsed to us except for
rollover contributions, contract exchanges or trustee checks that involve no
refund. 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.

Additional contributions may also be made by wire transfer or our automatic
investment program. The methods of payment are discussed in detail under "About
other methods of payment" in "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 contributions. 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 that
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.

If additional contributions are permitted under the contract, generally, you
may make additional contributions at any time. You may do so in single sum
amounts, on a regular basis, or as your financial situation permits.

--------------------------------------------------------------------------------
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" IN
"MORE INFORMATION" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options are the variable investment options and the fixed
maturity options.

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 and to limit the number of variable
investment options you may elect.

--------------------------------------------------------------------------------
YOU CAN CHOOSE FROM AMONG THE VARIABLE INVESTMENT OPTIONS AND FIXED MATURITY
OPTIONS.
--------------------------------------------------------------------------------

                                      15

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUSTS


We offer both affiliated and unaffiliated Trusts, which in turn offer one or
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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
affiliated Portfolios, AXA Equitable Funds Management Group, LLCFMG has entered
into sub-advisory agreements with one or more 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, LLCFMG 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 affiliated 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. In addition, AXA FMG receives management fees and
administrative fees in connection with the services it provides to the
affiliated Portfolios. As such, it is generally more profitable for us to offer
affiliated Portfolios than to offer unaffiliated Portfolios.


AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees
and additional payments from certain unaffiliated Portfolios, their advisers,
sub-advisers, distributors or affiliates, for providing certain administrative,
marketing, distribution and/or shareholder support services. These fees and
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily
net assets. The Distributors may also receive payments from the advisers or
sub-advisers of the unaffiliated Portfolios or their affiliates for certain
distribution services, including expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
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, as
well as the Portfolios' investment management fees and administrative expenses,
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.

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest 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 Fund of Fund
Portfolios than certain other Portfolios available to you under your contract.
Please see "Allocating your contributions" later in this section for more
information about your role in managing your allocations.

As described in more detail in the Portfolio prospectuses, the AXA Managed
Volatility Portfolios may utilize a proprietary volatility management strategy
developed by AXA FMG (the "AXA volatility management strategy"), and, in
addition, certain AXA Fund of Fund Portfolios may invest in affiliated
Portfolios that utilize this strategy. The AXA volatility management strategy
uses futures and options, such as exchange-traded futures and options contracts
on securities indices, to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is above
specific thresholds set for the Portfolio. When market volatility is increasing
above the specific thresholds set for a Portfolio utilizing the AXA volatility
management strategy, the manager of the Portfolio may reduce equity exposure.
Although this strategy is intended to reduce the overall risk of investing in
the Portfolio, it may not effectively protect the Portfolio from market
declines and may increase its losses. Further, during such times, the
Portfolio's exposure to equity securities may be less than that of a
traditional equity portfolio. This may limit the Portfolio's participation in
market gains and result in periods of underperformance, including those periods
when the specified benchmark index is appreciating, but market volatility is
high.


The AXA Managed Volatility Portfolios that include the AXA volatility
management strategy as part of their investment objective and/or principal
investment strategy, and the AXA Fund of Fund Portfolios that invest in
Portfolios that use the AXA volatility management strategy, are identified
below in the chart by a "(check mark)" under the column entitled "Volatility
Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy (or, in the case of the AXA Fund of Fund
Portfolios, invest exclusively in other Portfolios that do not use the AXA
volatility management strategy). Conversely, investing in investment options
that feature a managed-volatility strategy may be helpful in a declining market
when high market volatility triggers a reduction in the investment option's
equity exposure because during these periods of high volatility, the risk of
losses from investing in equity securities may increase. In these instances,
your account value may decline less than would have been the case had you not
been invested in investment options that feature a volatility management
strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that
differ from the AXA volatility management strategy. Affiliated Portfolios that
utilize these volatility management techniques are identified below in the
chart by a "(delta)" under the column entitled "Volatility Management." Any
such unaffiliated Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your account value in the
same manner described above. Please see the Portfolio prospectuses for more
information about the Portfolios' objective and strategies.


                                      16

                        CONTRACT FEATURES AND BENEFITS







Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in contracts with no ATP feature, such as
yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract owners
invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




------------------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST - CLASS B
 SHARES PORTFOLIO                                                         INVESTMENT MANAGER (OR SUB-ADVISER(S), VOLATILITY
 NAME                OBJECTIVE                                            AS APPLICABLE)                         MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
AXA AGGRESSIVE       Seeks to achieve long-term capital appreciation.     .   AXA Equitable Funds                (check mark)
  ALLOCATION                                                                  Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks to achieve a high level of current income.     .   AXA Equitable Funds                (check mark)
  ALLOCATION                                                                  Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
AXA                  Seeks to achieve current income and growth of        .   AXA Equitable Funds                (check mark)
  CONSERVATIVE-PLUS  capital, with a greater emphasis on current income.      Management Group, LLC
  ALLOCATION
------------------------------------------------------------------------------------------------------------------------------
AXA MODERATE         Seeks to achieve long-term capital appreciation and  .   AXA Equitable Funds                (check mark)
  ALLOCATION         current income.                                          Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS    Seeks to achieve long-term capital appreciation and  .   AXA Equitable Funds                (check mark)
  ALLOCATION         current income, with a greater emphasis on capital       Management Group, LLC
                     appreciation.
------------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/          Seeks to achieve high total return through a         .   AXA Equitable Funds
  MULTI-SECTOR BOND  combination of current income and capital                Management Group, LLC
                     appreciation.
------------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of capital.        .   AXA Equitable Funds
  CAP GROWTH                                                                  Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of capital.        .   AXA Equitable Funds
  CAP VALUE                                                                   Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
TARGET 2015          Seeks the highest total return over time consistent  .   AXA Equitable Funds
  ALLOCATION         with its asset mix. Total return includes capital        Management Group, LLC
                     growth and income.
------------------------------------------------------------------------------------------------------------------------------
TARGET 2025          Seeks the highest total return over time consistent  .   AXA Equitable Funds
  ALLOCATION         with its asset mix. Total return includes capital        Management Group, LLC
                     growth and income.
------------------------------------------------------------------------------------------------------------------------------
TARGET 2035          Seeks the highest total return over time consistent  .   AXA Equitable Funds
  ALLOCATION         with its asset mix. Total return includes capital        Management Group, LLC
                     growth and income.
------------------------------------------------------------------------------------------------------------------------------
TARGET 2045          Seeks the highest total return over time consistent  .   AXA Equitable Funds
  ALLOCATION         with its asset mix. Total return includes capital        Management Group, LLC
                     growth and income.
------------------------------------------------------------------------------------------------------------------------------
TARGET 2055          Seeks the highest total return over time consistent  .   AXA Equitable Funds
  ALLOCATION/(1)/    with its asset mix. Total return includes capital        Management Group, LLC
                     growth and income.
------------------------------------------------------------------------------------------------------------------------------



                                      17

                        CONTRACT FEATURES AND BENEFITS









-------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 - CLASS IB                                                                  INVESTMENT MANAGER
 SHARES PORTFOLIO                                                            (OR SUB-ADVISER(S), AS         VOLATILITY
 NAME/(*)/           OBJECTIVE                                               APPLICABLE)                    MANAGEMENT
-------------------------------------------------------------------------------------------------------------------------
                                                                                                   
ALL ASSET            Seeks long-term capital appreciation and current        .   AXA Equitable Funds
  AGGRESSIVE - ALT   income, with a greater emphasis on capital                  Management Group, LLC
  25                 appreciation.
-------------------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH -   Seeks long-term capital appreciation and current        .   AXA Equitable Funds
  ALT 20             income.                                                     Management Group, LLC
-------------------------------------------------------------------------------------------------------------------------
ALL ASSET            Seeks long-term capital appreciation and current        .   AXA Equitable Funds
  MODERATE GROWTH -  income, with a greater emphasis on current income.          Management Group, LLC
  ALT 15
-------------------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED      Seeks to achieve long-term growth of capital with an    .   AllianceBernstein L.P.     (check mark)
  VOLATILITY         emphasis on risk-adjusted returns and managing          .   AXA Equitable Funds
                     volatility in the Portfolio.                                Management Group, LLC
                                                                             .   BlackRock Investment
                                                                                 Management, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED      Seeks to achieve long-term growth of capital with an    .   AllianceBernstein L.P.     (check mark)
  VOLATILITY         emphasis on risk-adjusted returns and managing          .   AXA Equitable Funds
                     volatility in the Portfolio.                                Management Group, LLC
                                                                             .   BlackRock Investment
                                                                                 Management, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED     Seeks to achieve long-term growth of capital with an    .   AllianceBernstein L.P.     (check mark)
  VOLATILITY         emphasis on risk-adjusted returns and managing          .   AXA Equitable Funds
                     volatility in the Portfolio.                                Management Group, LLC
                                                                             .   BlackRock Investment
                                                                                 Management, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC       Seeks to achieve total return from long-term growth     .   AllianceBernstein L.P.       (delta)
  MODERATE           of capital and income.
  GROWTH/(2)/
-------------------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP     Seeks to achieve long-term growth of capital.           .   AllianceBernstein L.P.
  GROWTH/(3)/
-------------------------------------------------------------------------------------------------------------------------
AXA BALANCED         Seeks long-term capital appreciation and current        .   AXA Equitable Funds        (check mark)
  STRATEGY           income                                                      Management Group, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks current income and growth of capital, with a      .   AXA Equitable Funds        (check mark)
  GROWTH STRATEGY    greater emphasis on current income.                         Management Group, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks a high level of current income.                   .   AXA Equitable Funds        (check mark)
  STRATEGY                                                                       Management Group, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN         Seeks to maximize income while maintaining              .   AXA Equitable Funds        (check mark)
  BALANCED MANAGED   prospects for capital appreciation with an emphasis on      Management Group, LLC
  VOLATILITY         risk-adjusted returns and managing volatility in the    .   BlackRock Investment
                     Portfolio.                                                  Management, LLC
                                                                             .   Franklin Advisers, Inc.
-------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL   Seeks to achieve long-term total return with an         .   AXA Equitable Funds        (check mark)
  CAP VALUE MANAGED  emphasis on risk-adjusted returns and managing              Management Group, LLC
  VOLATILITY         volatility in the Portfolio.                            .   BlackRock Investment
                                                                                 Management, LLC
                                                                             .   Franklin Advisory
                                                                                 Services, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN         Primarily seeks capital appreciation and secondarily    .   AXA Equitable Funds        (check mark)
  TEMPLETON          seeks income.                                               Management Group, LLC
  ALLOCATION
  MANAGED VOLATILITY
-------------------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY    Seeks to achieve long-term capital appreciation with    .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY an emphasis on risk-adjusted returns and managing           Management Group, LLC
                     volatility in the Portfolio.                            .   BlackRock Investment
                                                                                 Management, LLC
                                                                             .   Morgan Stanley Investment
                                                                                 Management Inc.
                                                                             .   OppenheimerFunds, Inc.
-------------------------------------------------------------------------------------------------------------------------



                                      18

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 - CLASS IB                                                                INVESTMENT MANAGER
 SHARES PORTFOLIO                                                          (OR SUB-ADVISER(S), AS         VOLATILITY
 NAME/(*)/           OBJECTIVE                                             APPLICABLE)                    MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------
                                                                                                 
AXA INTERNATIONAL    Seeks to achieve long-term growth of capital with an  .   AXA Equitable Funds        (check mark)
  CORE MANAGED       emphasis on risk-adjusted returns and managing            Management Group, LLC
  VOLATILITY         volatility in the Portfolio.                          .   BlackRock Investment
                                                                               Management, LLC
                                                                           .   EARNEST Partners, LLC
                                                                           .   Massachusetts Financial
                                                                               Services Company d/b/a
                                                                               MFS Investment Management
                                                                           .   Hirayama Investments, LLC
                                                                           .   WHV Investments
-----------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL    Seeks to achieve long-term growth of capital with an  .   AllianceBernstein L.P.     (check mark)
  MANAGED VOLATILITY emphasis on risk-adjusted returns and managing        .   AXA Equitable Funds
                     volatility in the Portfolio.                              Management Group, LLC
                                                                           .   BlackRock Investment
                                                                               Management, LLC
-----------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL    Seeks to provide current income and long-term         .   AXA Equitable Funds        (check mark)
  VALUE MANAGED      growth of income, accompanied by growth of capital        Management Group, LLC
  VOLATILITY         with an emphasis on risk-adjusted returns and         .   BlackRock Investment
                     managing volatility in the Portfolio.                     Management, LLC
                                                                           .   Northern Cross, LLC
-----------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE   Seeks to achieve long-term growth of capital with an  .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY emphasis on risk-adjusted returns and managing            Management Group, LLC
                     volatility in the Portfolio.                          .   BlackRock Investment
                                                                               Management, LLC
                                                                           .   Capital Guardian Trust
                                                                               Company
                                                                           .   Institutional Capital LLC
                                                                           .   Thornburg Investment
                                                                               Management, Inc.
-----------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP        Seeks to provide long-term capital growth with an     .   AXA Equitable Funds        (check mark)
  GROWTH MANAGED     emphasis on risk-adjusted returns and managing            Management Group, LLC
  VOLATILITY         volatility in the Portfolio.                          .   BlackRock Investment
                                                                               Management, LLC
                                                                           .   Marsico Capital
                                                                               Management, LLC
                                                                           .   T. Rowe Price Associates,
                                                                               Inc.
                                                                           .   Wells Capital Management,
                                                                               Inc.
-----------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE  Seeks to achieve long-term growth of capital with an  .   AllianceBernstein L.P.     (check mark)
  MANAGED VOLATILITY emphasis on risk-adjusted returns and managing        .   AXA Equitable Funds
                     volatility in the Portfolio.                              Management Group, LLC
                                                                           .   BlackRock Investment
                                                                               Management, LLC
                                                                           .   Massachusetts Financial
                                                                               Services Company d/b/a
                                                                               MFS Investment Management
-----------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES    Seeks to achieve capital appreciation.                .   Loomis, Sayles & Company,
  GROWTH                                                                       L.P.
-----------------------------------------------------------------------------------------------------------------------



                                      19

                        CONTRACT FEATURES AND BENEFITS









-------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 - CLASS IB                                                                  INVESTMENT MANAGER
 SHARES PORTFOLIO                                                            (OR SUB-ADVISER(S), AS         VOLATILITY
 NAME/(*)/           OBJECTIVE                                               APPLICABLE)                    MANAGEMENT
-------------------------------------------------------------------------------------------------------------------------
                                                                                                   
AXA MID CAP VALUE    Seeks to achieve long-term capital appreciation with    .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY an emphasis on risk adjusted returns and managing           Management Group, LLC
                     volatility in the Portfolio.                            .   BlackRock Investment
                                                                                 Management, LLC
                                                                             .   Diamond Hill Capital
                                                                                 Management, Inc.
                                                                             .   Wellington Management
                                                                                 Company, LLP
-------------------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH  Seeks long-term capital appreciation and current        .   AXA Equitable Funds        (check mark)
  STRATEGY           income, with a greater emphasis on current income.          Management Group, LLC
-------------------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE     Seeks to achieve capital appreciation, which may        .   AXA Equitable Funds        (check mark)
  CAP EQUITY         occasionally be short-term, with an emphasis on risk        Management Group, LLC
  MANAGED VOLATILITY adjusted returns and managing volatility in the         .   BlackRock Investment
                     Portfolio.                                                  Management, LLC
                                                                             .   Franklin Mutual Advisers,
                                                                                 LLC
-------------------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON        Seeks to achieve long-term capital growth with an       .   AXA Equitable Funds        (check mark)
  GLOBAL EQUITY      emphasis on risk adjusted returns and managing              Management Group, LLC
  MANAGED VOLATILITY volatility in the Portfolio.                            .   BlackRock Investment
                                                                                 Management, LLC
                                                                             .   Templeton Investment
                                                                                 Counsel, LLC
-------------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC   Seeks to achieve capital appreciation and               .   BlackRock Investment
  VALUE EQUITY       secondarily, income.                                        Management, LLC
-------------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS   Seeks a combination of growth and income to             .   Boston Advisors, LLC
  EQUITY INCOME      achieve an 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(R) Index, including reinvestment of
                     dividends, at a risk level consistent with that of the
                     Russell 3000(R) Index.
-------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX   Seeks to achieve a total return before expenses that    .   SSgA Funds Management,
                     approximates the total return performance of the            Inc.
                     Barclays Intermediate U.S. Government/Credit Index,
                     including reinvestment of dividends, at a risk level
                     consistent with that of the Barclays Intermediate U.S.
                     Government/Credit Index.
-------------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS  Seeks to achieve long-term growth of capital.           .   AllianceBernstein L.P.
  EQUITY PLUS                                                                .   AXA Equitable Funds
                                                                                 Management Group, LLC
                                                                             .   EARNEST Partners, LLC
-------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX  Seeks to achieve a total return before expenses that    .   AllianceBernstein L.P.
                     approximates the total return performance of the
                     Standard & Poor's 500 Composite Stock Price Index,
                     including reinvestment of dividends, at a risk level
                     consistent with that of the Standard & Poor's 500
                     Composite Stock Price Index.
-------------------------------------------------------------------------------------------------------------------------



                                      20

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 - CLASS IB                                                                     INVESTMENT MANAGER
 SHARES PORTFOLIO                                                               (OR SUB-ADVISER(S), AS         VOLATILITY
 NAME/(*)/           OBJECTIVE                                                  APPLICABLE)                    MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                      
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/HIGH YIELD BOND   Seeks to maximize current income.                          .   AXA Equitable Funds
                                                                                    Management Group, LLC
                                                                                .   AXA Investment Managers,
                                                                                    Inc.
                                                                                .   Post Advisory Group, LLP
--------------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE      Seeks to achieve a total return before expenses that       .   AXA Equitable Funds
  GOVERNMENT BOND    approximates the total return performance of the               Management Group, LLC
                     Barclays Intermediate U.S. Government Bond Index,          .   SSgA Funds Management,
                     including reinvestment of dividends, at a risk level           Inc.
                     consistent with that of the Barclays Intermediate U.S.
                     Government Bond Index.
--------------------------------------------------------------------------------------------------------------------------
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/INVESCO COMSTOCK  Seeks to achieve capital growth and income.                .   Invesco Advisers, Inc.
--------------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE    Seeks to achieve long-term capital appreciation.           .   J.P. Morgan Investment
  OPPORTUNITIES                                                                     Management Inc.
--------------------------------------------------------------------------------------------------------------------------
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(R) Growth Index, including reinvestment
                     of dividends at a risk level consistent with that of the
                     Russell 1000(R) Growth Index.
--------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE   Seeks to achieve a total return before expenses that       .   SSgA Funds Management,
  INDEX              approximates the total return performance of the               Inc.
                     Russell 1000(R) Value Index, including reinvestment of
                     dividends, at a risk level consistent with that of the
                     Russell 1000(R) Value Index.
--------------------------------------------------------------------------------------------------------------------------
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               Inc.
                     Standard & Poor's Mid Cap 400 Index, including
                     reinvestment of dividends, at a risk level consistent
                     with that of the Standard & Poor's Mid Cap 400
                     Index.
--------------------------------------------------------------------------------------------------------------------------



                                      21

                        CONTRACT FEATURES AND BENEFITS









----------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 - CLASS IB                                                                 INVESTMENT MANAGER
 SHARES PORTFOLIO                                                           (OR SUB-ADVISER(S), AS         VOLATILITY
 NAME/(*)/           OBJECTIVE                                              APPLICABLE)                    MANAGEMENT
----------------------------------------------------------------------------------------------------------------------
                                                                                                  
EQ/MONEY MARKET      Seeks to obtain a high level of current income,        .   The Dreyfus Corporation
                     preserve its assets and maintain liquidity.
----------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY    Seeks to achieve capital growth.                       .   Morgan Stanley Investment
  MID CAP GROWTH                                                                Management Inc.
----------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER       Seeks to achieve capital appreciation.                 .   OppenheimerFunds, Inc.
  GLOBAL
----------------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL      Seeks to achieve maximum real return, consistent       .   Pacific Investment
  REAL RETURN        with preservation of capital and prudent investment        Management Company LLC
                     management.
----------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA       Seeks to generate a return in excess of traditional    .   Pacific Investment
  SHORT BOND         money market products while maintaining an                 Management Company LLC
                     emphasis on preservation of capital and liquidity.
----------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS Seeks to achieve high current income consistent with   .   AllianceBernstein L.P.
                     moderate risk to capital.                              .   AXA Equitable Funds
                                                                                Management Group, LLC
                                                                            .   Pacific Investment
                                                                                Management Company, LLC
----------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY     Seeks to replicate as closely as possible (before      .   AllianceBernstein L.P.
  INDEX              expenses) 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/UBS GROWTH AND    Seeks to achieve total return through capital          .   UBS Global Asset
  INCOME             appreciation with income as a secondary                    Management (Americas) Inc.
                     consideration.
----------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO       Seeks to achieve long-term capital growth.             .   Wells Capital Management,
  OMEGA GROWTH                                                                  Inc.
----------------------------------------------------------------------------------------------------------------------
MULTIMANAGER         Seeks to achieve long-term growth of capital.          .   AllianceBernstein L.P.
  AGGRESSIVE EQUITY                                                         .   AXA Equitable Funds
                                                                                Management Group, LLC
                                                                            .   ClearBridge Investments,
                                                                                LLC
                                                                            .   Marsico Capital
                                                                                Management, LLC
                                                                            .   Scotia Institutional
                                                                                Asset Management US, Ltd.
                                                                            .   T. Rowe Price Associates,
                                                                                Inc.
                                                                            .   Westfield Capital
                                                                                Management Company, L.P.
----------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE    Seeks to achieve a balance of high current income      .   AXA Equitable Funds
  BOND               and capital appreciation, consistent with a prudent        Management Group, LLC
                     level of risk.                                         .   BlackRock Financial
                                                                                Management, Inc.
                                                                            .   DoubleLine Capital L.P.
                                                                            .   Pacific Investment
                                                                                Management Company LLC
                                                                            .   SSgA Funds Management,
                                                                                Inc.
----------------------------------------------------------------------------------------------------------------------



                                      22

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 - CLASS IB                                                         INVESTMENT MANAGER
 SHARES PORTFOLIO                                                   (OR SUB-ADVISER(S), AS         VOLATILITY
 NAME/(*)/           OBJECTIVE                                      APPLICABLE)                    MANAGEMENT
--------------------------------------------------------------------------------------------------------------
                                                                                          
MULTIMANAGER MID     Seeks to achieve long-term growth of capital.  .   AllianceBernstein L.P.
  CAP GROWTH                                                        .   AXA Equitable Funds
                                                                        Management Group, LLC
                                                                    .   BlackRock Investment
                                                                        Management, LLC
                                                                    .   Franklin Advisers, Inc.
                                                                    .   Wellington Management
                                                                        Company, LLP
--------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID     Seeks to achieve long-term growth of capital.  .   AXA Equitable Funds
  CAP VALUE                                                             Management Group, LLC
                                                                    .   BlackRock Investment
                                                                        Management, LLC
                                                                    .   Diamond Hill Capital
                                                                        Management, Inc.
                                                                    .   Knightsbridge Asset
                                                                        Management, LLC
                                                                    .   Lord, Abbett & Co. LLC
--------------------------------------------------------------------------------------------------------------
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





---------------------------------------------------------------------------------------------------------------
 AIM VARIABLE
 INSURANCE
 FUNDS (INVESCO
 VARIABLE
 INSURANCE FUNDS) -                                                              INVESTMENT MANAGER
 SERIES                                                                          (OR SUB-ADVISER(S),
 II PORTFOLIO NAME   OBJECTIVE                                                   AS APPLICABLE)
---------------------------------------------------------------------------------------------------------------
                                                                           
INVESCO V.I. GLOBAL  The fund's investment objective is total return through     .   Invesco Advisers, Inc.
  REAL ESTATE FUND   growth of capital and current income.                       .   Invesco Asset Management
                                                                                     Limited
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. HIGH    The fund's investment objective is total return, comprised  .   Invesco Advisers, Inc.
  YIELD FUND         of current income and capital appreciation.
---------------------------------------------------------------------------------------------------------------
INVESCO V.I.         The fund's investment objective is long-term growth of      .   Invesco Advisers, Inc.
  INTERNATIONAL      capital.
  GROWTH FUND
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID     The fund's investment objective is long-term growth of      .   Invesco Advisers, Inc.
  CAP CORE EQUITY    capital.
  FUND
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. SMALL   The fund's investment objective is long-term growth of      .   Invesco Advisers, Inc.
  CAP EQUITY FUND    capital.
---------------------------------------------------------------------------------------------------------------




 AMERICAN FUNDS
 INSURANCE SERIES(R)                                                           INVESTMENT MANAGER
 PORTFOLIO NAME -                                                              (OR SUB-ADVISER(S),
 CLASS 4 SHARES       OBJECTIVE                                                AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------
                                                                         
BOND FUND/SM/         The fund's investment objective is to provide as high a  .   Capital Research and
                      level of current income as is consistent with the            Management Company
                      preservation of capital.
-------------------------------------------------------------------------------------------------------------



 FIDELITY(R)
 VARIABLE INSURANCE
 PRODUCTS (VIP) -                                           INVESTMENT MANAGER (OR
 SERVICE CLASS                                              SUB-ADVISER(S),
 2 PORTFOLIO NAME    OBJECTIVE                              AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
FIDELITY(R) VIP      Seeks long-term capital appreciation.  .   Fidelity Management and
  CONTRAFUND(R)                                                 Research Company (FMR)
  PORTFOLIO
------------------------------------------------------------------------------------------



 GOLDMAN SACHS
 VARIABLE
 INSURANCE TRUST -
 SERVICE                                                    INVESTMENT MANAGER (OR
 SHARES PORTFOLIO                                           SUB-ADVISER(S),
 NAME                OBJECTIVE                              AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
GOLDMAN SACHS VIT    Seeks long-term capital appreciation.  .   Goldman Sachs Asset
  MID CAP VALUE FUND                                            Management, L.P.
------------------------------------------------------------------------------------------


                                      23

                        CONTRACT FEATURES AND BENEFITS








-------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE                                                                        INVESTMENT MANAGER (OR
 INSURANCE PORTFOLIOS PORTFOLIO                                                            SUB-ADVISER(S),
 NAME                            OBJECTIVE                                                 AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------------------
                                                                                     
IVY FUNDS VIP ENERGY             To seek to provide capital growth and appreciation.       .   Waddell & Reed Investment
                                                                                               Management Company
                                                                                               (WRIMCO)
-------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH               To seek to provide total return through a combination of  .   Waddell & Reed Investment
  INCOME                         high current income and capital appreciation.                 Management Company
                                                                                               (WRIMCO)
-------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID                To seek to provide growth of capital.                     .   Waddell & Reed Investment
  CAP GROWTH                                                                                   Management Company
                                                                                               (WRIMCO)
-------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL              To seek to provide growth of capital.                     .   Waddell & Reed Investment
  CAP GROWTH                                                                                   Management Company
                                                                                               (WRIMCO)



------------------------------------------------------------------------------------------
 LAZARD RETIREMENT
 SERIES, INC. -
 SERVICE                                                    INVESTMENT MANAGER (OR
 SHARES PORTFOLIO                                           SUB-ADVISER(S),
 NAME                OBJECTIVE                              AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
LAZARD RETIREMENT    Seeks long-term capital appreciation.  .   Lazard Asset Management
  EMERGING MARKETS                                              LLC
  EQUITY PORTFOLIO




-------------------------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS -
 SERVICE                                                                       INVESTMENT MANAGER (OR
 CLASS PORTFOLIO                                                               SUB-ADVISER(S),
 NAME                OBJECTIVE                                                 AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------
                                                                         
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts Financial
  INTERNATIONAL      appreciation.                                                 Services Company
  VALUE PORTFOLIO
-------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS     The fund's investment objective is to seek capital        .   Massachusetts Financial
  TRUST SERIES       appreciation.                                                 Services Company
-------------------------------------------------------------------------------------------------------------
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts Financial
  MASSACHUSETTS      appreciation.                                                 Services Company
  INVESTORS GROWTH
  STOCK PORTFOLIO
-------------------------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY    The fund's investment objective is to seek capital        .   Massachusetts Financial
  PORTFOLIO          appreciation.                                                 Services Company
-------------------------------------------------------------------------------------------------------------
MFS(R) UTILITIES     The fund's investment objective is to seek total return.  .   Massachusetts Financial
  SERIES                                                                           Services Company




--------------------------------------------------------------------------------------------------------------
 VAN ECK VIP TRUST                                                              INVESTMENT MANAGER
 - S CLASS                                                                      (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                  AS APPLICABLE)
--------------------------------------------------------------------------------------------------------------
                                                                          
VAN ECK VIP GLOBAL   Seeks long-term capital appreciation by investing          .   Van Eck Associates
  HARD ASSETS FUND   primarily in hard asset securities. Income is a secondary      Corporation
                     consideration.
--------------------------------------------------------------------------------------------------------------


(1)This Portfolio will be available on or about May 22, 2015, subject to
   regulatory and shareholder approval
(*)This information reflects the variable investment options name changes
   effective on or about May 22, 2015, subject to regulatory approval. The
   chart below reflects the variable investment options name in effect until on
   or about May 22, 2015.





--------------------------------------------------------
     VARIABLE INVESTMENT OPTION NAME UNTIL MAY 22, 2015
--------------------------------------------------------
  
(2)   EQ/AllianceBernstein Dynamic Wealth Strategies
--------------------------------------------------------
(3)   EQ/AllianceBernstein Small Cap Growth
--------------------------------------------------------





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 THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.

                                      24

                        CONTRACT FEATURES AND BENEFITS






FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years. 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 points in time there may be no fixed maturity options
available. You can allocate your contributions to one or more of these fixed
maturity options. However, you may not allocate more than one contribution to
any one fixed maturity option. These amounts become part of a non-unitized
separate account. They will accumulate interest at the "rate to maturity" for
each fixed maturity option. The total amount you allocate to and accumulate in
each fixed maturity option is called the "fixed maturity amount."

Please see Appendix IV later in this prospectus for state variations.

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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. As of May 1st, we currently offer
fixed maturity options ending on June 15th for maturity years ranging from one
through ten. Not all of the fixed maturity options will be available for
annuitants ages 76 and above. See "Allocating your contributions" below. As
fixed maturity options expire, we expect to add maturity years so that
generally ten fixed maturity options are available at any time.

We will not accept allocations to a fixed maturity option if on the date the
contribution is to be applied:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" below would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)withdraw the maturity value (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 next
available fixed maturity option (or another investment option if we are
required to do so by any state regulation). As of February 17, 2015 the next
available maturity date was June 15, 2024 (see "About our fixed maturity
options" in "More information" later in this prospectus). We may change our
procedures in the future.


MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination 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. 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 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 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.

ALLOCATING YOUR CONTRIBUTIONS

You may choose from among two ways to allocate your contributions:
self-directed and principal assurance.

SELF-DIRECTED ALLOCATION

You may allocate your contributions to one or more, or all of the investment
options. However, you may not allocate more than one contribution to any one
fixed maturity option. If the annuitant is age 76 or older, you may only
allocate contributions to fixed maturity options with maturities of five years
or less. Allocations must be in whole percentages and you may change your
allocation percentages at any time. However, the total of your allocations must
equal 100%. Once your contributions are allocated to the investment options
they become part of your account value. We discuss account value in
"Determining your contract's value" later in this prospectus.

                                      25

                        CONTRACT FEATURES AND BENEFITS







PRINCIPAL ASSURANCE ALLOCATION

Under this allocation program, you select a fixed maturity option and we
specify the portion of your initial contribution to be allocated to that fixed
maturity option in an amount that will cause the maturity value to equal the
amount of your entire initial contribution on the fixed maturity option's
maturity date. The maturity date you select generally may not be later than 10
years, or earlier than 7 years from your contract date. You allocate the rest
of your contribution to the variable investment options however you choose.


For example, if your initial contribution is $10,000, and on February 17, 2014
you chose the fixed maturity option with a maturity date of June 15, 2024,
since the rate to maturity was 3.05% on February 17, 2014, we would have
allocated $7556 to that fixed maturity option and the balance to your choice of
variable investment options. On the maturity date your value in the fixed
maturity option would be $10,000.


The principal assurance allocation is only available for annuitant ages 75 or
younger when the contract is issued. If you are purchasing an EQUI-VEST(R)
Express/SM/ traditional IRA contract, before you select a maturity year that
would extend beyond the year in which you will reach age 70 1/2, you should
consider whether your value in the variable investment options, or your other
traditional IRA funds, are sufficient to meet your required minimum
distributions. See "Tax information" later in this prospectus.

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. Your AXA Advisors financial professional 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.

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 directly to our processing office within 10 days after you receive it.
If state law requires, this "free look" period may be longer.

For contributions allocated to the variable investment options, your refund
will equal your contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, your refund will equal the amount of the contribution
allocated to the fixed maturity options reflecting any positive or negative
market value adjustments. Some states require that we refund the full amount of
your contribution (not including any investment gain or loss, or market value
adjustment). For an IRA contract returned to us within seven days after you
receive it, we are required to refund the full amount of your contribution.

We may require that you wait six months before you 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.

Also, if you fully or partially convert an existing traditional IRA contract to
a Roth IRA contract, you may cancel your Roth IRA contract and return to a
traditional IRA contract. Our processing office, or your financial
professional, can provide you with the cancellation instructions. Ask for the
form entitled "EQUI-VEST(R) Roth IRA Re-Characterization Form."

In addition to the cancellation right described above, you have the right to
surrender your contract, rather than cancel it. Please see "Surrender of 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 for possible consequences of
cancelling your contract.

INHERITED IRA BENEFICIARY CONTINUATION CONTRACT

This 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." This 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 31st of the calendar year following the year the
deceased owner died. This contract is not suitable for beneficiaries electing
the "5-year rule." See "Beneficiary continuation option for traditional IRA and
Roth IRA contracts" in "Payment of the death benefit" later in this prospectus.
You should discuss with your tax adviser your own personal situation.

The Inherited traditional 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

                                      26

                        CONTRACT FEATURES AND BENEFITS






under a deceased plan participant's Applicable Plan, the Inherited traditional
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.

..   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
    annuitants over age 70.

..   The initial contribution must be a direct transfer from the deceased
    owner's original IRA and must be at least $5,000.

..   Additional 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 additional
    contributions to an Inherited traditional IRA contract.

..   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 under "Withdrawal charge" in "Charges and expenses"
    later in this prospectus.

..   The following features mentioned in the prospectus are not available under
    the inherited IRA beneficiary continuation contract: successor
    owner/annuitant, automatic investment program and systematic withdrawals.

..   If you die, we will pay to a beneficiary that you choose the greater of the
    account value or the minimum 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 minimum 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. The increase in
    account value will be allocated to the investment options according to the
    allocation percentages we have on file for your contract. Thereafter,
    withdrawal charges will no longer apply.

                                      27

                        CONTRACT FEATURES AND BENEFITS





2. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the: (i) values you have in the variable
investment options and (ii) market adjusted amounts you have in the fixed
maturity options. These amounts are subject to certain fees and charges
discussed under "Charges and expenses" later in this prospectus.

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) any
applicable withdrawal charges and (ii) the total amount or a pro rata portion
of the annual administrative charge. Please see "Surrender of 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.

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

The unit value for each variable investment option depends on the investment
performance of that option minus daily charges for mortality and expense risks
and other expenses. 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;

(ii)decreased to reflect a withdrawal (plus applicable withdrawal charges); or

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

In addition, when we deduct the annual administrative charge or third-party
transfer or exchange charge, we will reduce the number of units credited to
your contract. A description of how unit values are calculated is found in the
SAI.

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 a
fixed maturity option will equal its maturity value, provided there have been
no withdrawals or transfers.

                                      28

                       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 must transfer at least $300 of account value or, if less, the entire
    amount in the investment option. We may waive the $300 requirement.

..   You may not transfer to a fixed maturity option in which you already have
    value.

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


..   If the annuitant is age 76 or older, you must limit your transfers to fixed
    maturity options to those with maturities of five years or less. As of
    February 18, 2015, not all maturities were available.


..   You may not transfer to a fixed maturity option if its maturity date is
    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 will cause a market value adjustment.

Upon advance notice to you, we may change or establish additional restrictions
on transfers among the investment options, including limitations on the number,
frequency, or dollar amount of transfers. A transfer request does not change
your percentages for allocating current or future contributions among the
investment options. Our current transfer restrictions are set forth in the
"Disruptive transfer activity" section below.

You may request a transfer in writing, or by telephone using TOPS or on line
using Online Account Access. You must send in all signed written requests
directly to our processing office. Transfer requests should specify:

(1)the contract number,

(2)the dollar amounts to be transferred, and

(3)the investment options to and from which you are transferring.

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.

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 "affiliated trusts"), as
well as investment options with underlying portfolios of outside trusts with
which AXA Equitable has entered participation agreements (the "unaffiliated
trusts" and, collectively with the affiliated trusts, the "trusts"). The
affiliated 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

                                      29

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






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 affiliated trust obtains from us contract
owner trading activity. The affiliated 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.

When a contract owner 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.

Each unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity. 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. 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.

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.

AUTOMATIC TRANSFER OPTIONS

GENERAL DOLLAR-COST AVERAGING

Dollar-cost averaging allows you to gradually allocate amounts to the variable
investment options by periodically transferring approximately the same dollar
amount to the variable investment options you select. This 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. This plan of investing, however, does not guarantee that you will
earn a profit or be protected against losses.

The general dollar-cost averaging feature allows you to have amounts
automatically transferred from the EQ/Money Market option to the other variable
investment options on a monthly basis. In order to elect the general
dollar-cost averaging option you must have a minimum of $2,000 in the EQ/Money
Market option on the date we receive your election form at our processing
office. You can specify the number of monthly transfers or instruct us to
continue to make monthly transfers until all available amounts in the EQ/Money
Market option have been transferred out.

The minimum amount that we will transfer each month is $50. The maximum amount
we will transfer is equal to your value in the EQ/Money Market option at the
time the program is elected, divided by the number of transfers scheduled to be
made.

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. General dollar-cost averaging will then end. You may
change the transfer amount once each contract year, or cancel this program at
any time.

You may not elect dollar-cost averaging if you are participating in the
rebalancing program.

REBALANCING YOUR ACCOUNT VALUE

We currently offer a rebalancing program that you can use to automatically
reallocate your account value among the variable investment options. To enroll
in the asset rebalancing program, you must notify us in writing by completing
our asset rebalancing form, instructing us:

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

(b)how often you want the rebalancing to occur (quarterly, semiannually, or
   annually).

While your rebalancing program is in effect, we will transfer amounts among
each variable investment option so that the percentage of your account value
that you specify is invested in each option at the end of each rebalancing
date. Your entire account value in the variable investment options must be
included in the rebalancing program. Currently, we permit rebalancing of up to
20 variable investment options.

--------------------------------------------------------------------------------
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 AND/OR
FINANCIAL ADVISER BEFORE ELECTING THE PROGRAM.
--------------------------------------------------------------------------------

To be eligible, you must have at least $5,000 of account value in the variable
investment options. We may waive this $5,000 requirement. You may also change
your allocation instructions or cancel the program at any time. If you request
a transfer while the rebalancing program is in effect, we will process the
transfer as requested; the rebalancing program will remain in effect unless you
request that it be cancelled in writing.

                                      30

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







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
variable 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.

You may not elect the rebalancing program if you are participating in the
dollar-cost averaging program. Rebalancing is not available for amounts you
have allocated in the fixed maturity options.

                                      31

               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. For the tax consequences of taking
withdrawals, see "Tax information" later in this prospectus.

METHOD OF WITHDRAWAL



--------------------------------------------------------------------------------------------
                                                                                  MINIMUM
 CONTRACT                                                    PARTIAL SYSTEMATIC DISTRIBUTION
--------------------------------------------------------------------------------------------
                                                                       
NQ                                                             Yes      Yes         No
--------------------------------------------------------------------------------------------
Traditional IRA                                                Yes      Yes         Yes
--------------------------------------------------------------------------------------------
Roth IRA                                                       Yes      Yes         No
--------------------------------------------------------------------------------------------


PARTIAL WITHDRAWALS
(ALL CONTRACTS)

You may take partial withdrawals from your account value at any time while the
annuitant is living and before annuity payments begin. The minimum amount you
may withdraw at any time is $300. If you request a withdrawal that leaves you
with an account value of less than $500, we may treat it as a request to
surrender the contract for its cash value. See "Surrender of your contract to
receive its cash value" below.

Partial withdrawals in excess of the 10% free withdrawal amount may be subject
to a withdrawal charge. See "10% free withdrawal amount" in "Charges and
expenses" later in this prospectus.

SYSTEMATIC WITHDRAWALS
(ALL CONTRACTS EXCEPT INHERITED IRA)

You may take systematic withdrawals on a monthly or quarterly basis. The
minimum amount you may take for each withdrawal is $250. 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. If you do not
select a date, your withdrawals will be made on the first business day of the
month. A check for the amount of the withdrawal will be mailed to you or, if
you prefer, we will electronically transfer the money to your checking or
savings account.

You may elect to have the amount of the withdrawal subtracted from your account
value in one of three ways:

(1)Pro rata from all of your variable investment options in which you have
   value (without exhausting your values in those options). Once the requested
   amount is greater than your account value, the systematic withdrawal program
   will terminate.

(2)Pro rata from all of your variable investment options in which you have
   value (until your account value is exhausted). Once the requested amount
   leaves you with an account value of less than $500, we will treat it as a
   request to surrender your contract.
(3)You may specify a dollar amount from one variable investment option. If you
   choose this option and the value in the investment option drops below the
   requested withdrawal amount, the requested withdrawal amount will be taken
   on a pro rata basis from all remaining investment options in which you have
   value. Once the requested amount leaves you with an account value of less
   than $500, we will treat it as a request to surrender your contract.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You can cancel the systematic withdrawal option at any time.

Amounts withdrawn in excess of the 10% free withdrawal amount may be subject to
a withdrawal charge.

LIFETIME MINIMUM DISTRIBUTION WITHDRAWALS
(TRADITIONAL IRA CONTRACTS -- SEE "TAX INFORMATION" LATER IN THIS PROSPECTUS.)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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 your withdrawal exceeds the free withdrawal
amount. You may choose instead an annuity payout option. Before electing an
account-based withdrawal option, please refer to "Required minimum
distributions" under "Individual Retirement Arrangements ("IRAs")" in "Tax
information" later in this prospectus. Also, the actuarial present value of
additional contract benefits must be added to the account value in calculating
required minimum distribution withdrawals, which could increase the amount
required to be withdrawn. For this purpose additional annuity contract benefits
may include enhanced death benefits.

You may elect our RMD automatic withdrawal option in the year in which you
reach age 70 1/2 or in any later year. To elect this option, you must have
account value in the variable investment options of at least $2,000. The
minimum amount we will pay out is $300, or if less, your account value. If your
account value is less than $500 after the withdrawal, we may terminate your
contract and pay you its cash value. Currently, minimum distribution withdrawal
payments will be made annually.

Currently, we do not impose a withdrawal charge on minimum distribution
withdrawals if you are enrolled in our RMD automatic withdrawal option. The
minimum distribution withdrawal will be taken into account in determining if
any subsequent withdrawal taken in the same contract year exceeds the 10% free
withdrawal amount.

--------------------------------------------------------------------------------
WE WILL SEND TO TRADITIONAL IRA OWNERS A FORM OUTLINING THE MINIMUM
DISTRIBUTION -- OPTIONS AVAILABLE IN THE YEAR YOU REACH AGE 70 1/2 (IF YOU HAVE
NOT BEGUN YOUR ANNUITY PAYMENTS BEFORE THAT TIME).
--------------------------------------------------------------------------------

                                      32

                             ACCESSING YOUR MONEY







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 investment options. A market value adjustment will
apply if withdrawals are taken from the fixed maturity options.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from a traditional
IRA contract, you may use our automatic deposit service.

Under this service we will automatically deposit the Required Minimum
Distribution payment from your traditional IRA contract directly into an
existing EQUI-VEST(R) NQ or Roth IRA or an existing EQUI-VEST(R) Express/SM/ NQ
or Roth IRA contract according to your allocation instructions. Please note
that you must have compensation or earned income for the year of the
contribution to make regular contributions to Roth IRAs. See "Tax information"
later in this prospectus.

DEPOSIT OPTION FOR NQ CONTRACTS ONLY

If available, you may elect the deposit option for your benefit while you are
alive, or for the benefit of your beneficiary.

If this option is available, proceeds from your NQ contract can be deposited
with us for a period you select, but no longer than five years. We will hold
the amounts in our general account. We will credit interest on the amounts at a
guaranteed rate for the specified period using our then current rate for this
option. We will pay out the interest on the amount deposited at least once each
year.

If you elect this option for your benefit, you deposit the amount with us that
you would otherwise apply to an annuity payout option. If you elect this option
for your beneficiary before the annuitant's death, death benefit proceeds may
be left on deposit with us subject to certain restrictions, instead of being
paid out to the beneficiary.

Other restrictions apply to the deposit option. We may remove this payout
option at any time. Your financial professional can provide more information
about this option and whether it is available, or you may call our processing
office.

SURRENDER OF 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. 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 that date.

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. We
will usually pay the cash value within seven calendar days, but we may delay
payment as described in "When to expect payments" below. For the tax
consequences of surrenders, see "Tax information" later in this prospectus.

TERMINATION

We may terminate your contract and pay you the cash value if:

(1)your account value is less than $500 and you have not made contributions to
   your contract for a period of three years; or

(2)you request a partial withdrawal that reduces your account value to an
   amount less than $500; or

(3)you have not made any contributions within 120 days from your contract date.

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 payout option, payment of a death benefit, payment of any
amount you withdraw (less any withdrawal charge) and, upon surrender or
termination, 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 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 values in the fixed maturity
options (other than for death benefits) for up to six months while you are
living.

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 EQUI-VEST(R) Express/SM/ provide for
conversion to payout status at or before the contract's "maturity date." This
is called annuitization. When your contract is annuitized, your EQUI-VEST(R)
Express/SM/ contract and all its benefits terminate and will be converted to a
supplemental payout annuity contract ("payout option") that provides for
periodic payments for life or for a specified period of time. In general, the
periodic payment amount is determined by the account value or cash value of
your EQUI-VEST(R) Express/SM/ contract at the time of annuitization and the
annuity purchase factor to which that value is applied, as described below. 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 EQUI-VEST(R) Express/SM/ 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

                                      33

                             ACCESSING YOUR MONEY






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

EQUI-VEST(R) Express/SM/ offers you several choices of annuity payout options.
Some enable you to receive fixed annuity payments and others enable you to
receive variable annuity payments.

You can choose from among the annuity payout options listed below. Restrictions
may apply, depending on the type of contract you own and the annuitant's age 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.

ANNUITY PAYOUT OPTIONS


                                      
---------------------------------------------------------------------------------
Fixed annuity payout options             .   Life annuity
                                         .   Life annuity with period certain
                                         .   Life annuity with refund certain
                                         .   Period certain annuity
---------------------------------------------------------------------------------
Variable Immediate Annuity payout        .   Life annuity (not available in
  options (as described in a separate        New York)
  prospectus for this option)            .   Life annuity with period 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 or the joint life
    expectancy of the annuitant and the joint annuitant. A life annuity with
    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 or the annuitant's life expectancy.

..   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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. This guarantee period may
    not exceed the annuitant's life expectancy. 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. 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.

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments that 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.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable income annuity
payout option. The amount of each variable income annuity payment will
fluctuate, depending upon the performance of the variable investment options,
and whether the actual rate of investment return is higher or lower than an
assumed base rate.

PARTIAL ANNUITIZATION

Partial annuitization of nonqualified deferred annuity contracts is permited
under certain circumstances. You may choose from the annuity payout options
described here, but if you choose a period certain annuity payout, the certain
period must be for 10 years or more. We require you to elect partial
annuitization on the form we specify. For purposes of this contract we will
effect any partial annuitization as a withdrawal applied to a payout annuity.
See "Withdrawing your account value" above. See also the discussion of "Partial
annuitization" under "Taxation of nonqualified annuities" in "Tax 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. Unless you choose a different
payout option, we will pay annuity payments under a life annuity with a period
certain of 10 years. You choose whether these payments will be fixed or
variable. The contract owner and annuitant must meet the issue age and payment
requirements.

You can choose the date annuity payments are to begin, but generally it may not
be earlier than thirteen months from the EQUI-VEST(R) Express/SM/ contract
date. You can change the date your annuity payments are to begin anytime before
that date as long as you do not choose a date later than the 28th day of any
month or later than your contract's maturity date. Your contract's maturity
date is the date by which you must either take a lump sum withdrawal or select
an annuity payout option. The maturity date is generally the contract date
anniversary that follows the annuitant's 90th birthday.

                                      34

                             ACCESSING YOUR MONEY







We will send you a notice with your contract statement one year prior to your
maturity date. Once you have selected an annuity payout option and payments
have begun, no change can be made other than transfers among the variable
investment options if a variable immediate annuity is selected. If you do not
respond to the notice within 30 days following your maturity date, your
contract will be annuitized automatically.

We currently offer different payment frequencies on certain annuity payout
options. In general, the total annual payout will be lower for more frequent
payouts (such as monthly) because of the increased administrative expenses
associated with more frequent payouts. Also, in general, the longer the period
over which we expect to make payments, the lower will be your payment each year.

The amount of the annuity payments will depend on:

(1)the amount applied to purchase the annuity;

(2)the type of annuity chosen, and whether it is fixed or variable;

(3)in the case of a life annuity, the annuitant's age (or the annuitant's and
   joint annuitant's ages); and

(4)in certain instances, the sex of the annuitant(s).

The amount applied to provide the annuity payments will be (1) the account
value for any life annuity form, or (2) the cash value for any annuity certain
(an annuity form that does not guarantee payments for a person's lifetime)
except that if the period certain is more than five years, the amount applied
will be no less than 95% of the account value.

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.

Please see Appendix IV later in this prospectus for state variations.

EQUI-VEST(R) AT RETIREMENT/SM/ AND AT RETIREMENT/SM/

If you have a traditional IRA, Roth IRA, QP IRA or NQ contract, you may be
eligible to convert your EQUI-VEST(R) Express/SM/ contract to a new
EQUI-VEST(R) At Retirement/SM/ contract (or a new At Retirement/SM/ contract in
New York). EQUI-VEST(R) At Retirement/SM/ is a deferred variable annuity
contract that offers living benefits (Guaranteed withdrawal benefit for life or
Guaranteed minimum income benefit) and enhanced death benefits. At
Retirement/SM/ is a deferred variable annuity contract that offers a Guaranteed
withdrawal benefit for life. Neither the EQUI-VEST(R) At Retirement/SM/
contract nor the At Retirement/SM/ contract has any withdrawal charges.

At the time of conversion, you must meet the following conditions in order to
qualify for this conversion offer. You must be between the ages of 55 and 85,
your contract must have an account value of at least $50,000, you must purchase
at least one of the living or enhanced death benefits, there can be no
withdrawal charges applicable under your existing EQUI-VEST(R) Express/SM/
contract, and no rollover/direct transfer contributions can have been made to
the existing contract in the two contract years prior to the date you apply for
the new contract. The written application for the new EQUI-VEST(R) At
Retirement/SM/ or At Retirement/SM/ contract must be received by our processing
office no later than the close of business on December 31, 2016 or such later
date as we state in writing to you. The EQUI-VEST(R) At Retirement/SM/ or At
Retirement/SM/ contract and its benefits, including the charges for such
benefits are described in a separate prospectus.

                                      35

                             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

..   A charge for other expenses

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 the last day of the contract year -- an annual administrative charge, if
    applicable

..   charge for third-party transfer or exchange

..   charges for certain optional special services

..   at the time you make certain withdrawals or surrender your contract, or
    your contract is terminated -- a withdrawal charge

..   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" below.

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.

CHARGES UNDER THE CONTRACTS

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 death benefit.
The daily charge is currently equivalent to an annual rate of 0.70% (1.65%
maximum) of the net assets in each variable investment option.

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 benefits 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. We may
change the actuarial basis for our guaranteed annuity payment tables, but only
for new contributions and only at five year intervals from the contract date.
Lastly, we assume a mortality risk to the extent that at the time of death, the
death benefit exceeds the cash value of the contract. The expense risk we
assume is the risk that our expenses in providing the benefits and
administering the contracts will be greater than we expect.

To the extent that the mortality and expense risk charges are not needed to
cover the actual expenses incurred, they may be considered an indirect
reimbursement for certain sales and promotional expenses relating to the
contracts.

CHARGE FOR OTHER EXPENSES

We deduct this daily charge from the net assets in each variable investment
option. This charge, together with the annual administrative charge described
below, is for providing administrative and financial accounting services under
the contracts. The daily charge is currently equivalent to an annual rate of
0.25% (0.35% maximum) of net assets in each variable investment option.

The combined charge for mortality and expense risks and for other expenses is
guaranteed not to exceed a total annual rate of 2.00%.

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on the last business
day of each contract year. We will deduct a pro rata portion of the charge if
you surrender your contract, elect an annuity payout option, or the annuitant
dies during the contract year. We deduct the charge if your account value on
the last business day of the contract year is less than $25,000 under NQ
contracts and $20,000 under IRA contracts. If your account value on such date
is $25,000 or more for NQ ($20,000 or more for IRA) contracts, we do not deduct
the charge. During the first two contract years, the charge is equal to $30 or,
if less, 2% of your current account value plus any amount previously withdrawn
during the contract year. The charge is currently $30 for contract years three
and later. We may increase this charge if our administrative costs rise, but
the charge will never exceed $65 annually.

The charge is deducted pro rata from the variable investment options. If those
amounts are insufficient, we will make up the required amounts from the fixed
maturity options to the extent you have value in those options. Charges
deducted from the fixed maturity options are considered withdrawals, and as
such, will result in a market value adjustment.

We currently waive the annual administrative charge that would otherwise be
deducted in the next contract year under any individually owned EQUI-VEST(R)
contract/certificate having an account value that, when combined with the
account value of other EQUI-VEST(R) contracts/certificates owned by the same
person, exceeds $100,000 in the aggregate (as determined in January of each
year). This does not apply to EQUI-VEST(R) contracts/certificates owned by
different members of the same household. We may change or discontinue this
practice at any time without prior notice.

CHARGE FOR THIRD-PARTY TRANSFER OR EXCHANGE

We impose a charge for making a direct transfer of amounts from your contract
to a third party, such as in the case of a trustee-to-trustee transfer for an
IRA contract, or if you request that your contract be exchanged for a contract
issued by another

                                      36

                             CHARGES AND EXPENSES






insurance company. In either case, we will deduct from your account value any
withdrawal charge that applies and a charge of $65 for each direct transfer or
exchange. This charge will never exceed 2% of the amount disbursed or
transferred. We will deduct this charge and any withdrawal charge that applies
from your account value.

WITHDRAWAL CHARGE

A withdrawal charge may apply in three circumstances: (1) you make one or more
withdrawals during a contract year; (2) you surrender your contract to receive
its cash value; or (3) we terminate your contract. The amount of the charge
will depend on whether the free withdrawal amount applies, and the availability
of one or more exceptions.

The withdrawal charge equals a percentage of the contributions 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%  6%  5%  4%  3%  2%  1%  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 most NQ contracts as withdrawn first. See "Tax
information" later in this prospectus. In the case of contract surrender, the
free withdrawal amount is taken into account when calculating the amount of the
withdrawal.

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 withdrawal charges is also
subject to that same withdrawal charge percentage. We deduct the withdrawal
amount and the withdrawal charge pro rata from the variable investment options.
If those amounts are insufficient, we will make up the required amounts from
the fixed maturity options. If we deduct all or a portion of the withdrawal
charge from the fixed maturity options, a market value adjustment will apply.
See "About our fixed maturity options" in "More information" later in this
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 account value at the time you request a
withdrawal, minus any other withdrawals made during the contract year.

DEATH AND PURCHASE OF ANNUITY. The withdrawal charge does not apply if:

..   the annuitant dies and a death benefit is payable to the beneficiary.

..   we receive a properly completed election form providing for the entire
    account value to be used to buy a life contingent annuity or a non-life
    annuity with a period certain for a term of at least ten years.

APPLICABLE ONLY TO CONTRACTS SOLD TO EMPLOYEES OF OCE BUSINESS SERVICES, INC.
WHO QUALIFY FOR OCE BUSINESS SERVICES, INC. -- SUPPLEMENTAL INCENTIVE PLAN
("SIP")

No withdrawal charges will apply if the Annuitant has completed at least 6
contract years and has attained age 59/1//\\2\\.

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%.

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.

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 auditors' 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.

                                      37

                             CHARGES AND EXPENSES







GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or the mortality and expense risks charge, or change the minimum
contribution requirements. We also may change the minimum death benefit or
offer variable investment options that invest in shares of a Trust that are not
subject to the 12b-1 fee. 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
traditional IRA and Roth 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.

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, 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 will be
unfairly discriminatory.


                                      38

                             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 while the contract is in force and the owner and
annuitant are alive. 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 at 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.

DEATH BENEFIT

The death benefit is equal to the greater of (i) the 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 and (ii) the "minimum death benefit." The minimum death benefit
is equal to your total contributions, adjusted for withdrawals and any
withdrawal charges, and any taxes that apply.

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and 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. The amount of the death benefit will be calculated to
equal the greater of (i) your account value (without adjustment for any
otherwise applicable negative market value adjustment) as of the date that your
spouse's contract is issued, and (ii) the "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.

HOW WITHDRAWALS AFFECT THE MINIMUM DEATH BENEFIT

Depending upon when and the state where your contract is issued, each
withdrawal you make will reduce the amount of your current minimum death
benefit 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 minimum death benefit by that 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 minimum death benefit was $40,000
before the withdrawal, it would be reduced by $16,000 ($40,000 x .40) and your
new minimum death benefit after the with- drawal would be $24,000
($40,000-$16,000). Check with your financial professional.

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, if you
are both the owner and the annuitant and your spouse is the sole primary
beneficiary or the joint owner, the contract can be continued as discussed
below under "Successor owner and annuitant." Only a spouse who is the sole
primary beneficiary can be successor owner/annuitant. 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. A beneficiary
may be able to have limited ownership as discussed under "Beneficiary
continuation option" below.

SUCCESSOR OWNER AND ANNUITANT. For all contracts, your spouse can elect upon
your death to continue the contract as the owner/annuitant and no death benefit
is payable until the surviving spouse's death.

If your surviving spouse decides to continue the contract, then as of the date
we receive satisfactory proof of death, any required instructions, information
and forms necessary to effect the successor owner and annuitant feature, we
will increase the account value to equal your minimum death benefit if such
death benefit is greater than such account value. 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, withdrawal charges
will no longer apply to contributions made before your death. Withdrawal
charges will apply if additional contributions are made. These additional
contributions will be withdrawn only after all other amounts have been
withdrawn. The minimum death benefit will continue to apply.

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 federal tax law 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, we will
automatically make the beneficiary you name to receive the death benefit upon
the annuitant's death your successor owner. If you do not want this beneficiary
also to be the successor owner, you should name a specific successor owner. You
may name a successor owner at any time while the contract is in force and the
owner and annuitant are alive by sending satisfactory notice to our processing
office. If the contract is jointly owned and the first owner to die is not the
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.

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 (or in a joint ownership
    situation, the death of the first owner to die).

..   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 new
    owner's life expectancy). Payments must begin

                                      39

                           PAYMENT OF DEATH BENEFIT






   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).

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 under "Beneficiary
continuation option" below. The account value must be distributed no later than
5 years after the spouse's death.



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. 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.

If the beneficiary is a natural person (i.e., not an entity such as a
corporation or a trust) and so elects, death benefit proceeds can be paid
through the "AXA Equitable Access Account," which is a draft account that works
in certain respects like an interest-bearing checking account. In that case, we
will send the beneficiary a draftbook, and the beneficiary will have immediate
access to the proceeds by writing a draft for all or part of the amount of the
death benefit proceeds. AXA Equitable will retain the funds until a draft is
presented for payment. Interest on the AXA Equitable Access Account is earned
from the date we establish the account until the account is closed by your
beneficiary or by us if the account balance falls below the minimum balance
requirement, which is currently $1,000. The AXA Equitable Access Account is
part of AXA Equitable's general account and is subject to the claims of our
creditors. We will receive any investment earnings during the period such
amounts remain in the general account. The AXA Equitable Access Account is not
a bank account or a checking account and it is not insured by the FDIC. Funds
held by insurance companies in the general account are guaranteed by the
respective state guaranty association.

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.

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY.

The beneficiary must elect this feature 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. The increase in account value will
be allocated to the investment options according to the allocation percentages
we have on file for your contract.

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 in "Tax information" later in
this prospectus, the beneficiary may choose the "5-year rule" 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 traditional 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.

..   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.

..   The minimum death benefit 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 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 the "inherited annuity," may only be elected when the NQ contract owner dies
before the date annuity

                                      40

                           PAYMENT OF DEATH BENEFIT






payments are to begin, 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 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 (regardless of
whether the owner and 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.

..   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.

..   The minimum death benefit will no longer be in effect.

..   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 withdrawal 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 that 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 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 account value to equal
    the minimum death benefit if such death benefit is greater than such
    account value. The increase in account value will be allocated to the
    investment options according to the allocation percentages we have on file
    for your contract.

..   No withdrawal charges 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 account value will not be reset to the death benefit amount.

..   The withdrawal charge schedule and free withdrawal amount on the contract
    will continue to be applied to any withdrawal or surrender other than
    scheduled payments.

..   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 exceeds the free withdrawal amount. See
    "Withdrawal charge" 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" above.

..   If the deceased joint owner was not the annuitant, see "If the owner and
    annuitant are not the same person" above.

                                      41

                           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 EQUI-VEST(R) Express/SM/ contracts owned by United
States individual taxpayers. The tax rules can differ, depending on the type of
contract, whether NQ, traditional IRA or Roth IRA. 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. 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.


FATCA

Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.

SPOUSAL STATUS

The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


BUYING A CONTRACT TO 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 an individual
retirement custodial or trusteed account. 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, such as the guaranteed minimum
death benefit, selection of variable investment options and fixed maturity
options and choices of payout options of EQUI-VEST(R) Express/SM/, as well as
the features and benefits of other permissible funding vehicles and the
relative costs of annuities and other such arrangements. You should be aware
that cost may vary depending on the features and benefits made available and
the charges and expenses of the portfolios you elect.

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 individual
retirement annuity contracts. For this purpose additional annuity contract
benefits may include enhanced death benefits. You should consider the potential
implication of these Regulations before you make additional contributions to
this annuity contract.

TRANSFERS AMONG INVESTMENT OPTIONS

You can make transfers among investment options inside the contract without
triggering taxable income.

                                      42

                                TAX INFORMATION







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 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.

All nonqualified deferred annuity contracts that AXA Equitable and its
affiliates issue to you during the same calendar year are linked together and
treated as one contract for calculating the taxable amount of any distribution
from any of those contracts.

ANNUITY PAYMENTS

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 "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.

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.

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.

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.

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.

..   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.


If you are purchasing your contract through a Section 1035 exchange, you should
be aware that AXA Equitable cannot guarantee that the exchange from the source
contract to the contract you are applying for will be treated as a Section 1035
exchange; the insurance company issuing the source contract controls the tax
information reporting of the transaction as a Section 1035 exchange. Because
information reports are not provided and filed until the calendar year after
the exchange transaction, the insurance company issuing the source contract
shows its agreement that the transaction is a 1035 exchange by providing to us
the cost basis of the exchanged source contract when it transfers the money to
us on your behalf.


                                      43

                                TAX INFORMATION







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. The destination contract must meet specific post-death payout
requirements to prevent avoidance of the death of owner rules. See "Payment of
death benefit".

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 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 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 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.


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 in any year may have
to pay an additional surtax of 3.8%. (This tax has been informally referred to
as the "Net Investment Income Tax" or "NIIT"). 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 A. If you were
treated as the owner, you would be taxed 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 A. Recently, 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 A, 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 A.

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 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, including SEP IRAs
    and SIMPLE IRAs issued and funded in connection with employer-sponsored
    retirement plans.

..   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.

                                      44

                                TAX INFORMATION








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 Publications 590-A ("Contributions to Individual Retirement
Arrangements (IRAs)") and 590-B ("Distributions from Individual Retirement
Arrangements (IRAs)"). These publications are 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. We offer the
EQUI-VEST(R) Express/SM/ contract in both traditional IRA and Roth IRA versions.

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 contracts.

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 variable
income annuitization option payments (as opposed to payments from a fixed
income annuitization option).

We have received an opinion letter from the IRS approving the respective forms
of the EQUI-VEST(R) Express/SM/ traditional and Roth IRA contracts for use as a
traditional IRA and a Roth IRA, respectively. We may no longer rely on the
opinion letter for the Roth IRA. 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 EQUI-VEST(R) Express/SM/
traditional and Roth IRA contracts.

AXA Equitable has received opinion letters from the IRS approving the
respective forms of the EQUI-VEST(R) Express/SM/ 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 EQUI-VEST(R) Express/SM/ 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 contract is no
longer available to new purchasers, this cancellation provision is no longer
applicable.

You can cancel any version of the EQUI-VEST(R) Express/SM/ IRA contract
(traditional IRA or Roth IRA) by following the directions under "Your right to
cancel within a certain number of days" in "Contract features and benefits"
earlier in this prospectus. You can cancel an EQUI-VEST(R) Express/SM/ Roth IRA
contract issued as a result of a full or partial conversion of any EQUI-VEST(R)
Express/SM/ traditional IRA contract by following the instructions in the
"EQUI-VEST(R) Roth IRA Re-Characterization Form." The form is available from
our processing office or your financial professional. 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. Generally, individuals may make three
different types of contributions to purchase a traditional IRA or as additional
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.

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 2015, 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 taxable year in which you reach
age 70 1/2 or any taxable 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.

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 nonworking
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 being made.

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                                TAX INFORMATION







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.

IF YOU ARE NOT COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, you
can make fully deductible contributions to your traditional IRAs for the
taxable year up to the maximum amount discussed above under "Limits on
contributions." That is, your fully deductible contribution can be up to
$5,500, or if less, your earned income. The dollar limit is $6,500 for people
eligible to make age 50-70 1/2 catch-up contributions.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
adjusted gross income (AGI) IS BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT
RANGE, you can make FULLY DEDUCTIBLE contributions to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI FALLS WITHIN A PHASE-OUT RANGE, you can make PARTIALLY DEDUCTIBLE
contributions to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI falls ABOVE THE HIGHER FIGURE IN THE PHASE-OUT RANGE, you MAY NOT DEDUCT
any of your regular contributions to your traditional IRAs.

Cost-of-living adjustments apply to the income limits on deductible
contributions.


If you are single and covered by a retirement plan during any part of the
taxable year, the deduction for traditional IRA contributions phases out with
AGI between $50,000 and $60,000 (for 2015, AGI between $61,000 and $71,000
after adjustment).

If you are married and file a joint return, and you are covered by a retirement
plan during any part of the taxable year, the deduction for traditional IRA
contributions phases out with AGI between $80,000 and $100,000 (for 2015, AGI
between $98,000 and $118,000 after adjustment).

Married individuals filing separately and living apart at all times are not
considered married for purposes of this deductible contribution calculation.
Generally, the active participation in an employer-sponsored retirement plan of
an individual is determined independently for each spouse. Where spouses have
"married filing jointly" status, however, the maximum deductible traditional
IRA contribution for an individual who is not an active participant (but whose
spouse is an active participant) is phased out for taxpayers with AGI of
between $150,000 and $160,000 (for 2015, AGI between $183,000 and $193,000
after adjustment).

To determine the deductible amount of the contribution for 2015, for example,
you determine AGI and subtract $61,000 if you are single, or $98,000 if you are
married and file a joint return with your spouse. The resulting amount is your
excess AGI. You then determine the limit on the deduction for traditional IRA
contributions using the following formula:



                                               
        ($10,000-excess AGI)  times  the maximum   Equals  the adjusted
         divided by $10,000     X      regular       =      deductible
                                     contribution          contribution
                                     for the year             limit


ADDITIONAL "SAVER'S CREDIT" FOR CONTRIBUTIONS TO A TRADITIONAL IRA OR ROTH IRA


Certain lower income individuals may be eligible for a nonrefundable income tax
credit for contributions made to a traditional IRA or Roth IRA. Please see the
current version of IRS Publication 590-A for details.

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 nonworking spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year ($5,500 for 2015 after
adjustment). The dollar limit is $1,000 higher for people eligible to make age
50-701/2 catch-up contributions ($6,500 for 2015). See "Excess contributions"
below. 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" below.


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, also referred to as "governmental
    employer EDC 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 traditional IRA with special rules and
restrictions under certain circumstances.

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                                TAX INFORMATION







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 with holding. 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 403(b) plan, qualified plan or governmental employer
457(b) plan are eligible rollover distributions, unless the distribution is:

..   "a required minimum distribution" after age 70 1/2 or retirement; or

..   one of a series of 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

..   one of a series of substantially equal periodic payments made for a
    specified period of 10 years or more; or

..   a hardship withdrawal; or

..   a corrective distribution which fits specified technical tax rules; or

..   a loan that is treated as a distribution; or

..   a death benefit payment to a beneficiary who is not your surviving spouse;
    or

..   a qualified domestic relations order distribution to a beneficiary who is
    not your current 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 from an eligible retirement plan to a traditional IRA are not subject
to the "one-per-year limit" noted later in this section.


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


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. We call this the "one-per-year limit." It is the IRA
owner's responsibility to determine if this rule is met. 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 spousal 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

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 Publications 590-A and 590-B 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.

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                                TAX INFORMATION







Except as discussed below, the total amount of any distribution from a
traditional IRA must be included in your gross income as ordinary income. We
report all payments from traditional IRA contracts on IRS Form 1099-R.

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
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 Publications 590-A and 590-B; 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"
    and "Rollover and direct transfer contributions to traditional IRAs" above.)

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
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 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.

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY


Specified distributions from IRAs directly transferred to charitable
organizations have been tax-free to IRA owners age 701/2 or older in past
years. This is a temporary provision and must be extended by Congress to be in
effect for a particular year. In past years Congress has sometimes extended
this provision retroactively. You can direct AXA Equitable to make a
distribution directly to a charitable organization you request whether or not
such distribution might be eligible for favorable tax treatment. If favorable
tax treatment is important to you, you should check with your own tax advisor
to see if this provision is in effect before you request a charitable direct
transfer from your IRA.


REQUIRED MINIMUM DISTRIBUTIONS

BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTION. 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
enhanced death benefits. This could increase the amount required to be
distributed from these contracts if you take annual withdrawals instead of
receiving annuity payments.

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 have 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 1 -- April 1).
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

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                                TAX INFORMATION






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 minimum distribution withdrawal option. If you do not elect one of these
options, 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, if you are taking account-based withdrawals from all of your traditional
IRAs, 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.

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.

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 above 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, 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

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.

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                                TAX INFORMATION







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

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

..   to pay for certain extraordinary medical expenses (special federal income
    tax definition); or
..   to pay medical insurance premiums for unemployed individuals (special
    federal income tax definition); or

..   to pay certain first-time home buyer expenses (special federal income tax
    definition); or

..   to pay certain higher education expenses (special federal income tax
    definition -- there is a $10,000 lifetime total limit for these
    distributions from all your traditional and Roth IRAs); 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.

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.

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 IRAs."

The EQUI-VEST(R) Express/SM/ Roth IRA contracts are designed to qualify as Roth
individual retirement annuities 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").

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 2015, 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 the 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 above 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 age 70 1/2,
as long as have sufficient earnings . But, you cannot make contributions,
regardless of your age, for any year that your modified adjusted gross income
exceeds the following amounts (indexed for cost-of-living adjustment):


..   your federal income tax filing status is "married filing jointly" and your
    modified adjusted gross income is over $160,000 (for 2015, $193,000 after
    adjustment); or

..   your federal income tax filing status is "single" and your modified
    adjusted gross income is over $110,000 (for 2015, $131,000 after
    adjustment).


However, you can make regular Roth IRA contributions in reduced amounts when:


..   your federal income tax filing status is "married filing jointly" and your
    modified adjusted gross income is between $150,000 and $160,000 (for 2015,
    between $183,000 and $193,000 after adjustment); or

..   your federal income tax filing status is "single" and your modified
    adjusted gross income is between $95,000 and $110,000 (for 2015, between
    $116,000 and $131,000 after adjustment).


If you are married and filing separately and your modified adjusted gross
income is between $0 and $10,000 the amount of regular contribution you are
permitted to make is phased out. If your modified adjusted gross income is more
than $10,000 you cannot make a regular Roth IRA contribution.

WHEN YOU CAN MAKE CONTRIBUTIONS? Same as traditional IRAs.

DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

ROLLOVERS AND DIRECT TRANSFERS

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

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                                TAX INFORMATION






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, a 403(b)
    plan, or a governmental employer EDC 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. We call this
the "one-per-year limit." It is the Roth IRA owner's responsibility to
determine if this rule is met. 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. Conversion rollover contributions to Roth IRAs are not subject to
the "one-per-year limit" noted earlier in this section.


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 Proposed and Temporary 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.

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                                TAX INFORMATION







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 and termination
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 the 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 Roth IRAs; 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

..   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 amounts distributed, distributions and contributions
are aggregated or grouped and added together as follows:

(1)All distributions made during the year from all Roth IRAs you maintain --
   within 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

Lifetime minimum distribution requirements 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.

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                                TAX INFORMATION







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

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 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 includable 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 United States citizens residing outside of
the United States, foreign recipients, and certain U.S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status and number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

For a non-periodic distribution (total surrender, termination, or partial
withdrawal), we generally withhold at a flat 10% rate. We apply that rate to
the taxable amount in the case of nonqualified contracts, and to 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.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.



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8. More information

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

ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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 A 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
A that represent our investments in Separate Account A or that represent fees
and charges under the contracts that we have earned. Also, we may, at our sole
discretion, invest Separate Account A assets in any investment permitted by
applicable law. The results of Separate Account A'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
A. However, the obligations themselves are obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A that is
available under the contract 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 A, or to add other separate accounts;

(2)to combine any two or more variable investment options;

(3)to limit the number of variable investment options which you may elect;

(4)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 operate Separate Account A 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 A or a
   variable investment option directly);

(6)to deregister Separate Account A under the Investment Company Act of 1940;

(7)to restrict or eliminate any voting rights as to Separate Account A; and

(8)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 A, 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 Board of Trustees of each Trust serves for the benefit of each Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for each Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan 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.

The rates to maturity are determined weekly. The rates in the table below are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained through TOPS or Online
Account Access or from your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
                      ----------      ------
      2015            3.00%/(1)/      $99.05
-------------------------------------------------------
      2016            3.00%/(1)/      $96.16
-------------------------------------------------------
      2017            3.00%/(1)/      $93.36
-------------------------------------------------------
      2018            3.00%/(1)/      $90.64
-------------------------------------------------------



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-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2019            3.00%/(1)/      $88.00
-------------------------------------------------------
      2020            3.00%/(1)/      $85.43
-------------------------------------------------------
      2021            3.00%/(1)/      $82.94
-------------------------------------------------------
      2022            3.00%/(1)/      $80.52
-------------------------------------------------------
      2023            3.00%/(1)/      $78.18
-------------------------------------------------------
      2024              3.05%         $75.55
-------------------------------------------------------



(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 (up or
down) 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.

   (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 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.
--------------------------------------------------------------------------------

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) 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 in accordance with our procedures then in effect. We reserve the
right to add up to 0.50% 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 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 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

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

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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

AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, TRADITIONAL IRA, AND ROTH IRA CONTRACTS

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a bank checking or savings account, money
market checking or savings account, or credit union checking or savings account
and contributed as an additional contribution into an NQ, traditional IRA, or
Roth IRA contract on a monthly basis. Contributions to all forms of IRAs are
subject to the limitations and requirements discussed in "Tax information"
earlier in this prospectus.

AIP additional contributions may be allocated to any of the variable investment
options but not the fixed maturity options. Our minimum contribution amount
requirement is $20. 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.

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.

PAYROLL DEDUCTION PROGRAM. You can authorize your employer to remit your NQ,
traditional IRA and Roth IRA contributions to us if your employer has a payroll
deduction program. Those contributions are still your contributions, not your
employer's.

WIRE TRANSFERS. You may also send your contributions by wire transfer from your
bank.

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
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 PM, Eastern Time on a business day; or

   -- after an early close of regular trading on the NYSE on a business day.

..   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.

CONTRIBUTIONS, TRANSFERS, WITHDRAWALS AND SURRENDERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For general dollar-cost averaging, the first monthly transfer will occur on
    the last business day of the month in which we receive your election form
    at our processing office.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

ABOUT YOUR VOTING RIGHTS

As the owner of shares of the Trusts we have the right to vote on certain
matters involving the portfolios, such as:

..   the election of trustees;

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..   the formal approval of independent auditors 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 intend
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 A VOTING RIGHTS

If actions relating to Separate Account A 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.

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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among other things, the theft,
misuse, corruption and destruction of data maintained online or digitally,
denial of service attacks on websites and other operational disruption and
unauthorized release of confidential customer information. Cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your Contract Value. For instance, cyber-attacks may
interfere with our processing of contract transactions, including the
processing of orders from our website or with the underlying funds, impact our
ability to calculate AUVs, cause the release and possible destruction of
confidential customer or business information, impede order processing, subject
us and/or our service providers and intermediaries to regulatory fines and
financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your Contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your Contract due to cyber-attacks or information
security breaches in the future.


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 A, nor would any of these
proceedings be likely to have a material adverse effect upon Separate Account
A, our ability to meet our obligations under the contracts, or the distribution
of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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 (800) 628-6673.

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. In some cases, an
assignment or change of ownership may have adverse tax consequences. See "Tax
information" earlier in this prospectus. We may refuse to process a change of
ownership of an NQ contract to an entity without appropriate documentation of
status on IRS Form W-9 (or, if IRS Form W-9 cannot be provided because the
entity is not a U.S. entity, on the appropriate type of Form W-8).

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You cannot assign or transfer ownership of a traditional IRA or Roth IRA
contract except by surrender to us.

You cannot assign your contract as collateral or security for a loan. Loans are
also not available under your contract. 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 traditional IRA or Roth IRA contract to another similar
arrangement under federal income tax rules. In the case of such a transfer,
which involves a surrender of your contract, we will impose a withdrawal charge
if one applies.

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 A. 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 8.5% 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 0.60% 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.

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

                                      58

                               MORE INFORMATION






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 Distributors' Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributors' Selling broker-dealers. Contribution-based compensation will
generally not exceed 6.5% 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 0.60% 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. 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.


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, 2014) received additional payments. These additional payments
ranged from $40.15 to $4,874,706.21. 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, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Essex National Securities, Inc.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Southeast Investor Services
First Tennessee Brokerage Inc.
Founders Financial Securities
FSC Securities Corporation
Geneos Wealth Management Inc.
GWN Securities, Inc.
H.D. Vest Investment Securities, Inc.


                                      59

                               MORE INFORMATION







Harbour Investments
ICA/First Dakota, Inc.
IFC Holdings, Inc.
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
James T. Borello & Company
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp.
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities, LLC
Merrill Lynch Life Agency, Inc.
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual Service Corporation
National Planning Corporation
Navy Federal Brokerage Services
New England Securities, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Prime Capital Services
Primerica Financial Services
Questar Capital Corporation
Raymond James & Associates
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Royal Alliance Associates, Inc.
Sage Point Financial, Inc.
Santander Securities Corporation
Securities America Inc.
Signator Financial Services
Signator Investors, Inc.
SII Investments
Sorrento Pacific Financial LLC
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
Tavenner Group
Tower Squares Securities
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
UVEST Financial Services Group
Valmark Securities, Inc.
Voya Financial Advisor
Walnut Street Services
Waterstone Financial Group
Wells Fargo Advisors Financial Network, LLC
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC
Wesom Financial Services, LLC
Woodbury Financial Services, Inc.


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                               MORE INFORMATION





9. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2014 (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.

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.com.

                                      61

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE





Appendix I: QP IRA contracts

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

The following provides information on the features and benefits of QP IRA
contracts that are different than the features and benefits described in the
prospectus for traditional IRA contracts under EQUI-VEST(R) Express/SM/. QP IRA
contracts are not available to new purchasers and this information is
applicable to existing contract holders only.



------------------------------------------------------------------------
 FEATURES AND BENEFITS          AVAILABILITY OR VARIATION
------------------------------------------------------------------------
                             
SOURCE OF CONTRIBUTIONS         .   Rollovers from an eligible
                                    retirement plan (a qualified plan,
                                    403(b) plan or governmental
                                    employer Section 457(b) plan.
                                .   Rollovers from a TSA.
                                .   The QP IRA contract is intended to
                                    be a conduit IRA to be used
                                    primarily for rollover
                                    contributions from a qualified plan
                                    or TSA, although we accept regular
                                    IRA contributions. Limits are
                                    described earlier in this
                                    prospectus under "Traditional
                                    individual retirement annuities
                                    (traditional IRAs)".
------------------------------------------------------------------------

MINIMUM CONTRIBUTIONS           $50 each rollover amount.
------------------------------------------------------------------------

LIMITATIONS ON CONTRIBUTIONS    Rollover contributions after age 70 1/2
                                must be net of required minimum
                                distributions.
------------------------------------------------------------------------

TAXATION OF PAYMENTS            The QP IRA is used as a conduit IRA so
FEDERAL INCOME TAX WITHHOLDING  that amounts are not commingled. If you
                                are eligible for ten year averaging and
                                long term capital gains treatment of
                                distributions from a qualified plan,
                                you may be able to preserve such
                                treatment even though an eligible
                                rollover from a qualified plan is
                                temporarily rolled into a conduit IRA,
                                such as a QP IRA, before rolling it
                                back into a qualified plan. See your
                                tax adviser.
------------------------------------------------------------------------


                                      I-1

                         APPENDIX I: QP IRA CONTRACTS






Appendix II: Condensed financial information

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


The following table shows the unit values and the number of outstanding units
for each variable investment option on the last business day of the periods
shown. The information presented is shown for the past ten years, or from the
first year the particular contracts were offered if less than ten years ago.

THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.82 $109.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.59 $119.11 $113.86 $126.30 $142.77 $144.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5       7       8       8       8
------------------------------------------------------------------------------------------------------------------------
ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.29 $105.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
AMERICAN FUNDS INSURANCE SERIES(R)BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.47 $100.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      13
------------------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.87 $108.98 $125.72 $163.97 $176.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       2       2       2       1
------------------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.48 $110.10 $125.21 $162.39 $181.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       3       3       3       2
------------------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $123.93 $109.80 $125.56 $170.86 $176.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       2       2       1       1
------------------------------------------------------------------------------------------------------------------------
AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.49 $151.22 $159.02 $ 95.77 $120.75 $135.24 $123.91 $140.12 $175.48 $182.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        23      63     111     143     164     138     125     113     102      94
------------------------------------------------------------------------------------------------------------------------
AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.52 $116.54 $120.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       1
------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.97 $114.81 $120.31 $106.04 $115.36 $122.57 $123.71 $128.14 $132.43 $134.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        10      19      40      60      73      85      88      75      68      63
------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.89 $112.63 $115.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       2
------------------------------------------------------------------------------------------------------------------------



                                     II-1

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.58 $105.02 $106.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.78 $122.57 $128.07 $102.21 $115.84 $125.14 $123.08 $130.90 $142.93 $146.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        22      34      64      67      61      55      55      51      48      43
------------------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $191.11 $259.45 $364.95 $154.17 $229.15 $252.98 $219.72 $254.59 $303.51 $305.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        92     112     118     110     107      95      79      66      55      46
------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $144.44 $170.60 $194.70 $106.34 $142.55 $154.22 $126.89 $146.18 $170.16 $158.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        49      53      49      54      59      54      44      36      29      49
------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.65 $ 92.83 $107.21 $128.61 $119.17
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       2
------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.39 $159.84 $174.45 $ 98.49 $127.07 $133.50 $110.86 $128.98 $152.45 $140.17
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       159     179     183     157     136     119     102      84      69      59
------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 94.90 $106.17 $109.24 $ 67.73 $ 84.87 $ 95.99 $ 91.05 $103.70 $135.12 $149.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        16      12      12      11      10      10       9       7       6      11
------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 83.12 $ 88.74 $101.62 $ 62.17 $ 83.04 $ 94.14 $ 89.84 $101.21 $135.72 $149.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       124     110     103      93      85      73      73      63      53     159
------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.34 $155.52 $147.02 $ 82.53 $ 98.45 $109.88 $103.32 $118.56 $155.57 $172.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       211     248     494     392     331     280     242     202     173     178
------------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $163.36 $182.01 $177.39 $106.19 $142.89 $173.32 $155.49 $182.70 $240.82 $264.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       181     178     161     126     178     142     121     100      85      72
------------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.18 $128.05 $134.78 $100.83 $116.86 $127.22 $123.00 $132.55 $148.51 $151.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       237     273     285     305     300     302     265     215     192     176
------------------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.13 $120.56 $125.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.32 $143.27 $150.97 $102.01 $123.23 $136.16 $128.19 $141.60 $168.01 $172.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       105     237     385     436     440     418     378     332     292     250
------------------------------------------------------------------------------------------------------------------------



                                     II-2

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.41 $105.55 $ 71.30 $ 92.18 $101.62 $100.74 $110.98 $125.95 $132.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       9      82      76      68      51      48      43      41      36
------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.35 $ 98.06 $ 64.68 $ 82.15 $101.11 $ 90.56 $104.79 $141.88 $143.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       5       6       6       7       8       7       6       5
------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.40 $ 59.64 $ 75.88 $ 82.97 $ 78.53 $ 89.24 $108.97 $113.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      34      53      47      42      36      33      31      29
------------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.36 $116.94 $139.93 $ 93.01 $119.53 $128.12 $130.55 $145.58 $183.52 $196.00
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       4       7      21      25      23      19      16      13       9
------------------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.23 $107.96 $ 66.20 $ 82.04 $ 90.96 $ 86.08 $ 97.37 $124.68 $135.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      25      22      18      15      13      11       9       8
------------------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.71 $108.91 $ 63.84 $ 82.22 $ 87.95 $ 79.89 $ 94.43 $118.73 $118.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4      25      23      22      18      17      15      13      11
------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.63 $124.82 $127.51 $ 96.61 $104.93 $110.82 $115.34 $120.33 $118.15 $119.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       156     156     164     133     114     105      96      85      78      68
------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.10 $133.29 $136.88 $ 78.48 $104.58 $132.24 $110.44 $121.83 $178.33 $172.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        14      30      44      36      34      29      24      20      17      13
------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $147.08 $169.16 $151.05 $ 92.96 $116.40 $143.55 $129.37 $149.63 $211.53 $198.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        95     100      87      71      61      51      42      34      29      24
------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.46 $119.05 $123.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       3
------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $152.18 $164.31 $189.90 $104.09 $139.89 $184.64 $181.70 $208.02 $284.71 $292.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       151     141     126     112      96      82      71      62      54      49
------------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $134.83 $161.48 $161.83 $101.69 $131.22 $145.94 $140.07 $157.65 $215.08 $233.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       168     160     155     144     133     130     124     110      92      78
------------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.58 $129.31 $132.81 $ 89.06 $ 98.40 $112.77 $111.26 $129.75 $169.32 $182.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        24      34      31      43      40      32      28      29      29      23
------------------------------------------------------------------------------------------------------------------------



                                     II-3

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.53 $119.37 $132.58 $ 71.93 $ 93.26 $103.94 $103.23 $119.36 $158.82 $178.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       5       5       4       4       4       4       4       4
------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.10 $135.53 $136.45 $ 81.55 $106.19 $121.79 $125.47 $145.90 $190.43 $208.45
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        66      58     117      85      70      60      51      45      42      35
------------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 95.23 $104.41 $107.01 $ 59.57 $ 75.72 $ 86.90 $ 86.54 $ 99.08 $130.01 $144.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       456     428     407     358     314     275     238     211     190     167
------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.89 $118.43 $120.94 $109.08 $110.95 $116.24 $120.67 $123.30 $120.18 $121.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       180     215     241     184     177     155     132     114     103      88
------------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.67 $ 90.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 90.68 $103.37 $107.46 $ 66.71 $ 83.17 $ 94.23 $ 94.75 $108.14 $140.87 $157.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       220     217     217     198     180     158     144     134     123     111
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.32 $117.06 $119.91 $102.35 $118.23 $128.38 $128.88 $134.35 $147.69 $148.69
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3      14      21      21      17      17      19      17      15      13
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.10 $137.84 $149.22 $102.48 $143.59 $188.65 $180.34 $210.50 $290.06 $296.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        26      38      71      83      83      85      82      70      62      54
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.59 $ 99.97 $108.23 $114.15 $115.29 $121.40 $125.54 $128.97 $124.53 $124.45
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1      17      42      74      67      71      68      69      56      48
------------------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.55 $102.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.49 $130.22 $137.83 $141.43 $136.90 $141.32 $147.40 $147.42 $143.62 $144.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     114      98      95      74      63      61      48      41      36
------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.76 $142.86 $158.09 $ 77.16 $ 97.14 $101.23 $ 88.04 $101.39 $121.99 $112.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       238     259     268     253     213     182     159     136     120     104
------------------------------------------------------------------------------------------------------------------------
EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.56 $120.04 $115.92 $ 72.40 $ 92.08 $105.09 $102.02 $119.67 $160.06 $172.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8      18      21      19      18      20      19      17      18      33
------------------------------------------------------------------------------------------------------------------------



                                     II-4

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.75 $122.52 $119.88 $ 71.51 $ 93.71 $104.26 $ 97.87 $112.50 $151.31 $171.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        22      23      20      17      16      17      15      12      10      10
------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 72.15 $ 71.07 $ 80.24 $ 50.65 $ 68.33 $ 78.48 $ 79.57 $ 90.42 $118.66 $131.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       184     174     149     128     117     100      86      80      73      68
------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.50 $112.70 $105.01 $ 45.03 $ 53.14 $ 60.34 $ 59.57 $ 68.79 $ 89.66 $100.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1      17      21      19      20      17      32      27      25      26
------------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.30 $143.49 $165.15 $ 97.69 $132.80 $151.19 $133.71 $158.53 $178.45 $167.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       7      20      25      29      29      29      24      21      17
------------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.43 $131.93 $141.16 $ 70.91 $ 95.71 $119.21 $115.24 $133.63 $175.49 $189.45
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       198     203     202     182     155     127     108      93      82      69
------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $110.78 $114.65 $118.91 $120.26 $119.11 $117.99 $116.87 $115.76 $114.66 $113.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       159     187     232     292     209     179     170     139     116      90
------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.02 $134.27 $162.79 $ 84.94 $132.14 $173.16 $158.31 $170.53 $234.01 $230.15
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      10      20      36      43      48      44      36      29      24
------------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.08 $116.30 $ 68.26 $ 93.72 $106.93 $ 96.78 $115.39 $144.39 $145.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      13      13      20      27      26      23      21      19
------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.96 $ 97.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2       5
------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.61 $ 99.05 $109.36 $103.94 $111.20 $111.07 $109.80 $110.38 $109.42 $108.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      75      97     157     195     189     152     130     112      92
------------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $132.94 $136.71 $141.55 $131.03 $137.65 $144.86 $145.24 $147.68 $142.93 $145.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       116     112     111      91     107      93      83      71      60      53
------------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.39 $166.02 $161.42 $105.32 $131.57 $163.97 $155.93 $178.44 $242.95 $252.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        43      49      51      48      50      42      37      32      28      25
------------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.66 $109.01 $115.78 $ 66.28 $ 93.64 $107.95 $104.85 $123.51 $168.74 $181.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8       7      57      53      57      56      55      50      43      37
------------------------------------------------------------------------------------------------------------------------



                                     II-5

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
EQ/UBS GROWTH AND INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.05 $133.47 $133.75 $79.44 $104.21 $116.71 $112.34 $125.60 $168.61 $191.13
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       8      11     11       9       8       7       9       8       8
-----------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 86.29 $ 90.49 $ 99.78 $71.55 $ 99.44 $115.52 $107.71 $128.48 $176.99 $181.96
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        37      30      33     30      40      53      61      61      58      49
-----------------------------------------------------------------------------------------------------------------------
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $117.72 $113.36 $130.40 $169.14 $187.06
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       6      17      22      23      21
-----------------------------------------------------------------------------------------------------------------------
GOLDMAN SACHS VIT MID CAP VALUE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 86.24 $100.96 $132.55 $148.74
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       2       5       6       8
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GLOBAL REAL ESTATE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $109.35 $101.03 $127.93 $129.81 $147.02
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       4      10      12      12      12
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. HIGH YIELD FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 95.23 $110.32 $116.66 $117.39
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       1       6      11      13
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. INTERNATIONAL GROWTH FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 87.02 $ 99.33 $116.81 $115.80
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       3       7       9       9
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $114.80 $106.32 $116.49 $148.22 $152.93
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       1       3       3       3       2
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. SMALL CAP EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $124.48 $122.08 $137.43 $186.61 $188.69
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       1       2       1       1       1
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP ENERGY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $128.71 $115.92 $116.39 $147.29 $130.48
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       3       9       9       8       7
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $106.36 $110.89 $130.31 $142.63 $143.96
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       7      28      47      52      51
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 89.91 $101.13 $130.16 $139.06
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       3      10      11      10
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 79.30 $ 82.60 $117.29 $118.03
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       1       2       2       2
-----------------------------------------------------------------------------------------------------------------------



                                     II-6

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.55 $ 92.18 $111.44 $109.01 $102.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      14      29      35      34      34
------------------------------------------------------------------------------------------------------------------------
MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.30 $108.29 $124.34 $157.20 $157.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       6      17      22      26      27
------------------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.05 $118.36 $136.79 $176.21 $193.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1      --       1       1
------------------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.02 $111.18 $130.86 $170.75 $187.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       3       2
------------------------------------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.20 $119.31 $135.03 $180.18 $197.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       4       5       5       5
------------------------------------------------------------------------------------------------------------------------
MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.94 $117.03 $131.24 $156.27 $174.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2       7      14      14      13
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 81.60 $ 84.96 $ 93.73 $ 49.50 $ 67.31 $ 78.41 $ 72.79 $ 82.34 $111.85 $122.61
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        34      33      29      27      71     110      84      74      63      53
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.19 $117.37 $123.53 $125.37 $134.50 $141.49 $148.29 $154.92 $149.84 $153.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       105     107     111     100     106     111     115     132     113      96
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.72 $111.53 $123.62 $ 69.08 $ 97.01 $121.92 $111.25 $127.21 $176.62 $183.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        81      80      75      64      60      51      41      36      31      27
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.01 $142.07 $140.84 $ 89.32 $127.73 $158.03 $135.66 $154.28 $207.21 $216.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        60      57      56      53      49      46      39      33      26      21
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.75 $108.14 $126.63 $ 66.38 $104.17 $121.45 $114.50 $128.64 $172.77 $194.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        85      77      73      65      64      56      45      39      34      31
------------------------------------------------------------------------------------------------------------------------
TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.45 $115.19 $ 79.32 $ 94.52 $103.67 $ 99.80 $109.58 $123.81 $126.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       4       4       4       8       8       5       4
------------------------------------------------------------------------------------------------------------------------
TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.40 $116.34 $ 74.89 $ 91.39 $101.32 $ 96.44 $107.80 $127.17 $131.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       3       6       6       8      10      11      10       9
------------------------------------------------------------------------------------------------------------------------



                                     II-7

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.95%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010   2011   2012    2013    2014
-----------------------------------------------------------------------------------------------------------------
                                                                            
TARGET 2035 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.29 $117.31 $72.00 $89.54 $99.98 $94.43 $106.73 $129.25 $133.76
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       3      6      6      7      7       6       6       5
-----------------------------------------------------------------------------------------------------------------
TARGET 2045 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $111.08 $118.61 $68.92 $87.22 $97.87 $91.58 $104.71 $129.87 $134.78
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       1      5      5      5      5       6       6       6
-----------------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --     -- $83.15 $ 84.92 $ 92.77 $ 74.11
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --     --      3       7       7       8
-----------------------------------------------------------------------------------------------------------------





                                     II-8

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION





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 June 15, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





-------------------------------------------------------------------------------------------------------------------------
                                                                             HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                              ON JUNE 15, 2019
                                                                             --------------------------------------------
                                                                                2%                   6%
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) market adjusted amount/(b)/                                              $126,455             $108,409
-------------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                               $116,998             $116,998
-------------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) - (2)                                       $  9,457             $ (8,589)
-------------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)],                                                       $  3,739             $ (3,961)
-------------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 - (4)  $ 46,261             $ 53,961
-------------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) - $50,000                                     $ 76,455             $ 58,409
-------------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) - (5)                                         $ 70,738             $ 63,037
-------------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                      $ 82,762             $ 73,752
-------------------------------------------------------------------------------------------------------------------------



You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (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        =               $136,886               where j is either 2% or 6%
----------------------          -----------------------------
(1+j)/(D/365)/                   (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:

Maturity value        =               $136,886
----------------------          -----------------------------
(1+h)/(D/365)/                  (1+0.04)/(1,461/365)/

(d)Maturity value is based on the following calculation:

   Fixed maturity amount x (1+h)/(D/365)/  = ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     III-1

                 APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix IV: State contract availability and/or variations of certain features
and benefits

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

STATES WHERE CERTAIN EQUI-VEST(R) EXPRESS/SM/ 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 cancel  California and you are age 60 or
             within a certain number of days"  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
                                               EQ/Money Market option, the
                                               amount of your refund will be
                                               equal to your contribution less
                                               interest, 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 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.
--------------------------------------------------------------------------------
NEW YORK     See "Selecting an annuity payout  In the second to last paragraph
             option" in "Your annuity payout   in this section, the second line
             option" under "Accessing your     in the paragraph "(1) the amount
             money"                            applied to purchase the
                                               annuity;" is deleted in its
                                               entirety and replaced with the
                                               following:

                                               (1)The amount applied to provide
                                                  the annuity will be: (a) the
                                                  account value for any life
                                                  annuity form or (b) the cash
                                                  value for any period certain
                                                  annuity form except that, if
                                                  the period certain is more
                                                  than five years, the amount
                                                  applied will be no less than
                                                  95% of the account value.
--------------------------------------------------------------------------------
PUERTO RICO  See "Taxation of nonqualified     There are special rules for
             annuities" in "Tax information"   nonqualified 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 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.
                                               We require owners or
                                               beneficiaries of annuity
                                               contracts in Puerto Rico which
                                               are not individuals to document
                                               their status to avoid 30% FATCA
                                               withholding from U.S.-source
                                               income.
--------------------------------------------------------------------------------
WASHINGTON   See "Fixed maturity options" in   The fixed maturity options are
             "Contract features and benefits"  not available in contracts
                                               issued on or after August 13,
                                               2001 in Washington.
--------------------------------------------------------------------------------



                                     IV-1

APPENDIX IV: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                         2

Calculation of annuity payments                               2

Custodian and independent registered public accounting firm   2

Distribution of the contracts                                 2

Calculating unit values                                       3

Financial Statements                                          3


HOW TO OBTAIN AN EQUI-VEST(R) EXPRESS/SM/ STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT A

Call (800) 628-6673 or send this request form to:
  EQUI-VEST(R) Express/SM/
  Processing Office
  AXA Equitable
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) Express/SM /Statement of Additional
Information dated May 1, 2015. (Combination variable and fixed
deferred annuity)
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                                                        #792959






EQUI-VEST(R) (Series 800)

A combination variable and fixed deferred annuity contract


PROSPECTUS DATED MAY 1, 2015


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

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

WHAT IS EQUI-VEST(R)?

EQUI-VEST(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 also offers death benefit protection and a number of
payout options. You invest to accumulate value on a tax-deferred basis in one
or more of our variable investment options, our guaranteed interest option or
in our fixed maturity options ("investment options").

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 contract also should be read carefully.

This contract is no longer being sold. This prospectus is used with current
contract owners only. All features and benefits described in this prospectus
may not have been available at the time you purchased your contract. We have
the right to restrict availability of any feature or benefit. We may have the
right to refuse to accept any contribution from you at any time, including
after the purchase of the contract. EFFECTIVE JUNE 18, 2012: WE NO LONGER
ACCEPT CONTRIBUTIONS TO NQ CONTRACTS. FOR TRADITIONAL IRA, ROTH IRA AND
INHERITED IRA CONTRACTS, WE CURRENTLY CONTINUE TO ACCEPT SUBSEQUENT
CONTRIBUTIONS SUBJECT TO A $6,000 LIMIT PER CALENDAR YEAR. REFERENCES TO
CONTRIBUTIONS IN THIS PROSPECTUS ARE FOR THE BENEFIT OF CONTRACT OWNERS
CURRENTLY ELIGIBLE TO CONTINUE MAKING CONTRIBUTIONS TO THE CONTRACTS. FOR MORE
INFORMATION, SEE "HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT" IN "CONTRACT
FEATURES AND BENEFITS" LATER IN THIS PROSPECTUS.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/
.. AXA/AB Small Cap Growth/(1)/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS

.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond

.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock

.. EQ/JPMorgan Value Opportunities


.. EQ/Large Cap Growth Index

.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth


.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology

.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------


INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA/Templeton Global Equity Managed Volatility


.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index

.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION/HYBRID

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(1)/
.. AXA Aggressive Allocation

.. AXA Balanced Strategy

.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Moderate Allocation
.. AXA Moderate Growth
  Strategy
.. AXA Moderate-Plus Allocation
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(2)/

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

(1)This is the variable investment option's new name, effective on or about May
   22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for this variable investment option's
   former name.
(2)This variable investment option will be available on or about May 22, 2015,
   subject to regulatory approval. Please see "Portfolios of the Trusts" later
   in this prospectus for more information.


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.

                                                             EV Series 800 (IF)

                                                                        #792888








You may allocate amounts to the variable investment options under your choice
of investment method subject to any restrictions. At any time, we have the
right to terminate your contributions. Each variable investment option is a
subaccount of Separate Account A. Each variable investment option, in turn,
invests in a corresponding securities portfolio that is part of one of the
trusts (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
options, which are discussed later in this prospectus.

TYPES OF CONTRACTS. For existing contract owners, the contracts are for use as:

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

..   An individual retirement annuity ("IRA"), any of traditional IRA, Roth IRA
    or Inherited IRA beneficiary continuation contracts ("Inherited IRA").

..   QP IRA (please see Appendix I). Unless otherwise indicated, information for
    QP IRA is the same as traditional IRA.


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, 2015, is a part of one of the registration
statements. The SAI is available free of charge. You may request one by writing
to our processing office at P.O. Box 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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.


You have previously purchased an EQUI-VEST(R) contract and are receiving this
prospectus as a current contract owner. As a current contract owner, you should
note that the options, features and charges of the contract may have varied
over time and may vary depending on your state. For more information about the
particular options, features and charges applicable to you, please contact your
financial professional and/or refer to your contract and/or see Appendices I
and V.






Contents of this Prospectus

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


             Index of key words and phrases                      5
             Who is AXA Equitable?                               6
             How to reach us                                     7
             EQUI-VEST(R) at a glance -- key features            9

             ------------------------------------------------------
             FEE TABLE                                          11
             ------------------------------------------------------

             Examples                                           12
             Condensed financial information                    12

             ------------------------------------------------------
             1. CONTRACT FEATURES AND BENEFITS                  13
             ------------------------------------------------------
             How you can contribute to your contract            13
             Owner and annuitant requirements                   16
             How you can make your contributions                16
             What are your investment options under the
               contract?                                        16
             Portfolios of the Trusts                           17
             Selecting your investment method                   27
             Allocating your contributions                      28
             Your right to cancel within a certain number of
               days                                             28
             Death benefit                                      28
             Inherited IRA beneficiary continuation contract    29

             ------------------------------------------------------
             2. DETERMINING YOUR CONTRACT'S VALUE               31
             ------------------------------------------------------
             Your account value and cash value                  31
             Your contract's value in the variable investment
               options                                          31
             Your contract's value in the guaranteed interest
               option                                           31
             Your contract's value in the fixed maturity
               options                                          31

             ------------------------------------------------------
             3.TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 32
             ------------------------------------------------------
             Transferring your account value                    32
             Disruptive transfer activity                       32
             Automatic transfer options                         33
             Investment simplifier                              33
             Rebalancing your account value                     34


-------------
"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.

                                      3

                          CONTENTS OF THIS PROSPECTUS







             ------------------------------------------------------
             4. ACCESSING YOUR MONEY                            35
             ------------------------------------------------------
             Withdrawing your account value                     35
             How withdrawals are taken from your account value  36
             Surrender of your contract to receive its cash
               value                                            36
             Termination                                        36
             When to expect payments                            36
             Your annuity payout options                        36

             ------------------------------------------------------
             5. CHARGES AND EXPENSES                            39
             ------------------------------------------------------
             Charges that AXA Equitable deducts                 39
             Charges under the contracts                        39
             Charges that the Trusts deduct                     42
             Group or sponsored arrangements                    42
             Other distribution arrangements                    42

             ------------------------------------------------------
             6. PAYMENT OF DEATH BENEFIT                        43
             ------------------------------------------------------
             Your beneficiary and payment of benefit            43
             How death benefit payment is made                  43
             Beneficiary continuation option                    44

             ------------------------------------------------------
             7. TAX INFORMATION                                 46
             ------------------------------------------------------
             Overview                                           46
             Buying a contract to fund a retirement arrangement 46
             Transfers among investment options                 46
             Taxation of nonqualified annuities                 47
             Individual retirement arrangements ("IRAs")        48
             Traditional individual retirement annuities
               (traditional IRAs)                               49
             Roth individual retirement annuities ("Roth IRAs") 54
             Federal and state income tax withholding and
               information reporting                            60
             Impact of taxes to AXA Equitable                   60

             ------------------------------------------------------
             8. MORE INFORMATION                                61
             ------------------------------------------------------
             About our Separate Account A                       61
             About the Trusts                                   61
             About our fixed maturity options                   61
             About the general account                          62
             About other methods of payment                     63
             Dates and prices at which contract events occur    63
             About your voting rights                           64
             Cybersecurity                                      64
             Statutory compliance                               64
             About legal proceedings                            64
             Financial statements                               65
             Transfers of ownership, collateral assignments,
               loans, and borrowing                             65
             Distribution of the contracts                      65

             ------------------------------------------------------
             9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 68
             ------------------------------------------------------

       --------------------------------------------------------------------
       APPENDICES
       --------------------------------------------------------------------
                I   --   QP IRA contracts                              I-1
               II   --   Condensed financial information              II-1
              III   --   Market value adjustment example             III-1
               IV   --   Death benefit example                        IV-1
                V   --   State contract availability and/or
                           variations of certain features and
                           benefits                                    V-1

       --------------------------------------------------------------------
       STATEMENT OF ADDITIONAL INFORMATION
         Table of contents
       --------------------------------------------------------------------

                                      4

                          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

            account value                                       31
            annuitant                                           13
            annuity payout options                              36
            automatic investment program ("AIP")                63
            AXA Equitable Access Account                        44
            beneficiary                                         43
            beneficiary continuation option                     44
            business day                                        63
            cash value                                          31
            conduit IRA                                         52
            contract date                                       13
            contract date anniversary                           13
            contract year                                       13
            contributions                                       13
            Contributions to Roth IRAs                          54
               regular contribution                             54
               rollovers and direct transfers                   54
               conversion contributions                         55
               direct transfers                                 54
            Contributions to traditional IRAs                   49
               regular contribution                             49
               rollovers and transfers                          50
            Disruptive transfer activity                        32
            fixed maturity amount                               26
            fixed maturity options                              26
            guaranteed interest option                          26


                                                              PAGE

         IRA                                                    1, 48
         IRS                                                       46
         Inherited IRA                                          1, 29
         investment options                                         1
         market adjusted amount                                    26
         market timing                                             32
         market value adjustment                                   26
         maturity value                                            26
         NQ                                                         1
         Online Account Access                                      7
         partial withdrawals                                       35
         portfolio                                                  1
         processing office                                          7
         QP IRA                                                   I-1
         ratcheted death benefit                                   29
         rate to maturity                                          26
         Required Beginning Date                                   52
         Roth IRA                                               1, 54
         SAI                                                        1
         SEC                                                        1
         TOPS                                                       7
         traditional IRA                                    1, 48, 52
         Trusts                                                 1, 61
         unit                                                      31
         unit investment trust                                     61
         variable investment options                            1, 16

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 do 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.

------------------------------------------------------------------------------
 PROSPECTUS                       CONTRACT OR SUPPLEMENTAL MATERIALS
------------------------------------------------------------------------------
fixed maturity options            Guarantee Periods or Fixed Maturity Accounts

variable investment options       Investment Funds or Investment
                                  Divisions

account value                     Annuity Account Value

rate to maturity                  Guaranteed Rates

guaranteed interest option        Guaranteed Interest Account

unit                              Accumulation unit

unit value                        Accumulation unit value
------------------------------------------------------------------------------

                                      5

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      6

                             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 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 IRA OWNERS WHO SEND CONTRIBUTIONS INDIVIDUALLY BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R)
  Individual Annuity Lockbox
  P.O. Box 13459
  Newark, NJ 07188-0459

FOR IRA OWNERS WHO SEND CONTRIBUTIONS INDIVIDUALLY BY EXPRESS DELIVERY:

  JPMorganChase
  EQUI-VEST(R) Lockbox #13459
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be used on express mail packages
  Attn: Extraction Supervisor, (718) 242-0716

FOR IRA CONTRIBUTIONS REMITTED BY EMPLOYERS AND SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R)
  Unit Annuity Lockbox
  P.O. Box 13463
  Newark, NJ 07188-0463

FOR IRA CONTRIBUTIONS REMITTED BY EMPLOYERS AND SENT BY EXPRESS DELIVERY:

  JPMorganChase
  EQUI-VEST(R) Lockbox #13463
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be used on express mail packages
  Attn: Extraction Supervisor, (718) 242-0716
--------------------------------------------------------------------------------
 FOR CORRESPONDENCE WITHOUT CHECKS:

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  100 Madison Street, Suite 1000
  Syracuse, NY 13202

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: 100 Madison Street, Suite 1000, Syracuse, New York 13202.
--------------------------------------------------------------------------------
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
--------------------------------------------------------------------------------
 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; and

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

You can also:

..   change your allocation percentages and/or transfer among the variable
    investment options (not available for transfers to fixed maturity options)
    and the guaranteed interest option; and

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

Under TOPS only you can:

..   elect the investment simplifier.

Under Online Account Access only you can:

..   elect to receive certain contract statements electronically;

..   change your address;

..   access "Frequently Asked Questions" and certain service forms; and

..   obtain performance information regarding the variable investment options.

                                      7

                             WHO IS AXA EQUITABLE?







TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You can use TOPS by calling toll-free (800) 755-7777. You may use
Online Account Access by visiting our website at www.axa.com and logging in to
access your account. 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.)


We reserve the right to discontinue offering TOPS at any time in the future.

--------------------------------------------------------------------------------
 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. to 7:00
p.m., and on Friday until 5:00 p.m., Eastern Time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you, via the TDD.
--------------------------------------------------------------------------------
 TOLL FREE TELEPHONE SERVICE:

You may reach us toll-free by calling (800) 841-0801 for a recording of daily
unit values for the variable investment options.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)conversion of your traditional IRA contract to a Roth IRA contract;

(2)cancellation of your Roth IRA contract and return to a traditional IRA
   contract;

(3)election of the automatic investment program;

(4)election of the investment simplifier;

(5)election of the automatic deposit service;

(6)election of the rebalancing program;

(7)election of the required minimum distribution automatic withdrawal option;

(8)election of the beneficiary continuation option;

(9)request for a transfer/rollover of assets or 1035 exchange to another
   carrier;

(10)election of the principal assurance allocation (only available at time of
    purchase);

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

(12)contract surrender and withdrawal requests;

(13)death claims; and

(14)partial annuitization of an NQ contract.

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

(1)address changes;

(2)beneficiary changes;

(3)transfers among investment options; and

(4)change of ownership.

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

(1)automatic investment program;

(2)investment simplifier;

(3)rebalancing program;

(4)systematic withdrawals; and

(5)the date annuity payments are to begin.

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, all must sign.

                                      8

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) at a glance -- key features

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


                      
PROFESSIONAL INVESTMENT  EQUI-VEST(R) variable investment options invest in different
MANAGEMENT               portfolios sub-advised by professional investment advisers.
-----------------------------------------------------------------------------------------------
GUARANTEED INTEREST      .   Principal and interest guarantees
OPTION                   .   Interest rates set periodically
-----------------------------------------------------------------------------------------------
FIXED MATURITY OPTIONS   .   10 fixed maturity options with maturities ranging from
                             approximately 1 to 10 years.
                         .   Each fixed maturity option offers a guarantee of principal and
                             interest rate if you hold it to maturity.
                         ----------------------------------------------------------------------
                         If you make any withdrawals (including transfers, surrender or
                         termination 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.
-----------------------------------------------------------------------------------------------


                               

TAX ADVANTAGES  .   On earnings      No tax until you make withdrawals from your contract or
                    inside the       receive annuity payments.
                    contract:

                .   On transfers     No tax on transfers among investment options.
                    inside the
                    contract:
                ---------------------------------------------------------------------------------


                       
                          You should be aware that annuity contracts that were purchased as an
                          Individual Retirement Annuity (IRA) do not provide tax deferral
                          benefits beyond those already provided by the Internal Revenue Code
                          for individual retirement arrangements. Before 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
                          contracts with any other investment that you may use in connection
                          with your retirement plan or arrangement. (For more information, see
                          "Tax information" later in this prospectus.)
------------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS      Effective June 18, 2012: We no longer accept contributions to NQ
                          contracts. For traditional IRA, Roth IRA and Inherited IRA contracts,
                          we currently continue to accept subsequent contributions subject to a
                          $6,000 limit per calendar year. Information regarding contributions
                          in this section is for the benefit of contract owners currently
                          eligible to continue making contributions to the contracts. For more
                          information, see "How you can contribute to your contract" in
                          "Contract features and benefits" later in this prospectus.
                          .   NQ:
                             -- $50 (minimum additional).
                          .   Traditional IRA and Roth IRA:
                             -- $50 (minimum additional).
                          .   For NQ, traditional IRA, and Roth IRA: $20 under our automatic
                              investment program.
                          .   Inherited IRA
                             -- $1,000 (minimum additional).
                          .   Maximum contribution limitations apply to all contracts.
                          ----------------------------------------------------------------------
                          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, see "How you can contribute to your contract" in
                          "Contract features and benefits" later in this prospectus.
------------------------------------------------------------------------------------------------
DEATH BENEFIT PROTECTION  The contract provides a death benefit for the beneficiary should the
                          annuitant die. The death benefit is equal to the account value or the
                          standard death benefit, whichever is higher. However, if you elect
                          the ratcheted death benefit, the death benefit is equal to the
                          account value or the ratcheted death benefit, whichever is higher.
------------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY      .   Partial withdrawals
                          .   Several periodic withdrawal options
                          .   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 penalty
                          tax.
------------------------------------------------------------------------------------------------
PAYOUT OPTIONS            .   Fixed annuity payout options
                          .   Variable Immediate Annuity payout options (described in a
                              separate prospectus for that option)
------------------------------------------------------------------------------------------------


                                      9

                   EQUI-VEST(R) AT A GLANCE -- KEY FEATURES







                   
----------------------------------------------------------------------------------
ADDITIONAL FEATURES   .   Dollar-cost averaging by automatic transfers
                         -- Interest sweep option
                         -- Fixed-dollar option
                      .   Automatic investment program
                      .   Account value rebalancing (quarterly, semiannually, and
                          annually)
                      .   Principal assurance allocation
                      .   No charge on transfers among investment options
                      .   Waiver of withdrawal charge under certain circumstances
----------------------------------------------------------------------------------
FEES AND CHARGES      Please see "Fee table" later in this prospectus for
                      complete details.
----------------------------------------------------------------------------------
ANNUITANT ISSUE AGES  0 - 85 (0 - 70 for Inherited IRA)
----------------------------------------------------------------------------------


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, INCLUDING THE AVAILABILITY
OF ALL INVESTMENT OPTIONS, MAY VARY IN YOUR STATE OR AT CERTAIN AGES OR UNDER
YOUR INVESTMENT METHOD; ALL FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL
CONTRACTS OR IN ALL STATES. PLEASE SEE APPENDICES I AND V 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 the same 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. Some Selling broker-dealers may limit their clients from purchasing
some optional benefits based upon the client's age.

                                      10

                   EQUI-VEST(R) AT A GLANCE -- KEY FEATURES





Fee table

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


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

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase a Variable
Immediate Annuity payout option or make certain transfers and exchanges.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.



----------------------------------------------------------------------------------
 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)./(1)/        6.00%

Charge for third-party transfer or exchange (for each
occurrence)/(2)/                                        $65 (current and maximum)

Special services charges
  .   Wire transfer charge/(3)/                         $90 (current and maximum)

  .   Express mail charge/(3)/                          $35 (current and maximum)
----------------------------------------------------------------------------------




The next table describes the fees and expenses that
you will pay periodically during the time that you own
the contract, not including underlying Trust portfolio
fees and expenses.



---------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 CONTRACT DATE ANNIVERSARY
---------------------------------------------------------------------------------
                                                       
Maximum annual administrative charge:
   If your account value is less than $25,000 for NQ
   contracts (or less than $20,000 for IRA contracts)
   on the last day of your contract year                  $65 ($30 current)/(4)/

   If your account value is $25,000 or more for NQ
   contracts (or $20,000 or more for IRA contracts) on
   the last day of your contract year                     $0



-------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS
 EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------
                                                           
SEPARATE ACCOUNT ANNUAL EXPENSES:

                                                        Maximum  Current
                                                        -------  -------
Mortality and expense risks/(5)/                        1.65%    0.95%
Other expenses                                          0.35%    0.25%
                                                        -----    -----
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES                  2.00%    1.20%



--------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF
 YOU ELECT THE OPTIONAL BENEFIT
--------------------------------------------------------------
                                                     
Ratcheted death benefit charge (as a percentage of
your account value). (This charge
is deducted annually on each contract date
anniversary.)                                           0.15%
--------------------------------------------------------------


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 2014 (expenses that are deducted from
portfolio assets including management fees, 12b-1 fees, service fees, and/or other   Lowest Highest
expenses)/(*)/                                                                       0.62%  2.98%
---------------------------------------------------------------------------------------------------


Notes:


(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.


                                      11

                                   FEE TABLE










---------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(6)/  Lowest Highest
                                                                                                             0.62%  1.43%
---------------------------------------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)This charge applies to any contribution withdrawn attributable to the
   current and five prior contract years measured from the date of the
   withdrawal. This charge is deducted upon a withdrawal of amounts in excess
   of the 15% free withdrawal amount. Important exceptions and limitations may
   eliminate or reduce this charge.

(2)This charge will never exceed 2% of the amount disbursed or transferred.

(3)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(4)During the first two contract years, this charge, if it applies, is equal to
   the lesser of $30 or 2% of your account value plus any amount previously
   withdrawn during the contract year.

(5)A portion of this charge is for providing the standard death benefit.


(6)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the portfolios.


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
underlying portfolio fees and expenses). For a complete description of
portfolio charges and expenses, please see the prospectus for each Trust.


The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated. The examples use an average annual
administrative charge based on charges paid in 2014, which results in an
estimated annual charge of 0.0495% of contract value.


The fixed maturity options and the guaranteed interest option are not covered
by the fee table and examples. However, the annual administrative charge, the
withdrawal charge, the third-party transfer or exchange charge, and the charge
if you elect a Variable Immediate Annuity payout option do apply to the fixed
maturity options and the guaranteed interest option. A market value adjustment
(up or down) will apply as a result of a withdrawal, transfer, or surrender of
amounts from a fixed maturity option.

These examples should not be considered a representation of past or future
expenses for any 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.

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
examples also assume (i) maximum contract charges rather than the lower current
expenses discussed in "Charges and expenses" later in this prospectus (except
the annual administrative charge which is described above); (ii) the total
annual expenses of the portfolios (before expense limitations) set forth in the
previous tables; (iii) that the ratcheted death benefit has been elected; and
(iv) there is no waiver of the withdrawal charge. 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  1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
                                                                         
(a)assuming maximum fees and
   expenses of any of the
   Portfolios                       $1,051   $2,127    $3,193    $5,330    $544  $1,624  $2,694   $5,330
---------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  816   $1,448    $2,105    $3,246    $296  $  906  $1,541   $3,246
---------------------------------------------------------------------------------------------------------



CONDENSED FINANCIAL INFORMATION


Please see Appendix II at the end of this prospectus 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, 2014.


                                      12

                                   FEE TABLE





1. Contract features and benefits

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

This contract is no longer available for new purchasers. Information in this
prospectus is provided for our existing contract owners only.

HOW YOU CAN CONTRIBUTE TO YOUR CONTRACT

A "contribution" means a payment made to us, from any source, with respect to
the contract. The following table summarizes our current rules regarding
contributions to your contract, which are subject to change. Depending on your
contract type, we may refuse to accept subsequent contributions. We require a
minimum contribution amount for each type of contract purchased. Maximum
contribution limitations also apply. Under our automatic investment program,
the minimum contribution amount is $20 and the maximum contribution amount is
$500 per month. The automatic investment program and the payroll deduction
program are subject to the contribution limitations and restrictions set forth
in the chart below. We will return any contribution made under these programs
that exceeds your contribution limit, if applicable, and your program will be
cancelled. We discuss the automatic investment program and the payroll
deduction program under "About methods of payment" in "More information" later
in this prospectus. All ages in the table refer to the age of the annuitant
named in the contract.

We have exercised our right to discontinue acceptance of contributions to NQ
contracts as set forth in the chart below, including contributions made through
our automatic investment program or a payroll deduction 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.

We have also exercised our right to limit contributions to traditional IRA,
Roth IRA and Inherited IRA contracts as set forth in the chart below, including
contributions made through our automatic investment program or a payroll
deduction program. See the chart below for further detail. Contribution
limitations are per calendar year. If you contribute less than the limitation
provides, you may not carry the difference forward to a subsequent calendar
year.

We also have the right to: (i) limit total contributions to $500,000 if the
annuitant's current age is 75 or less; (ii) limit total contributions to
$250,000 if the annuitant's current age is 76-79; and (iii) discontinue
acceptance of contributions if the annuitant's current age is 80 or greater.

Upon notice to you, we may exercise certain additional rights we have under the
contract regarding contributions, including our right 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 the number of variable investment options which you may elect. Other
contribution limitations may be imposed by your contract as applicable state
law. See "Tax information" later in this prospectus for a more detailed
discussion of sources of contributions and certain contribution limitations.

--------------------------------------------------------------------------------
THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING
CONTRACT BENEFITS. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER.
--------------------------------------------------------------------------------

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



------------------------------------------------------------------------------------
                                       SOURCE OF            LIMITATION ON
 CONTRACT TYPE   MINIMUM CONTRIBUTION  CONTRIBUTIONS        SUBSEQUENT CONTRIBUTIONS
------------------------------------------------------------------------------------
                                                   
NQ               $50 additional        .   After-tax money. .   EFFECTIVE JUNE
                                       .   Paid to us by        18, 2012,
                                           check or             acceptance of
                                           transfer of          contributions
                                           contract value       has been
                                           in a tax             discontinued./(1)
                                           deferred             /
                                           exchange under
                                           Section 1035 of
                                           the Internal
                                           Revenue Code.
                                       .   Paid to us by
                                           an employer who
                                           establishes a
                                           payroll
                                           deduction
                                           program.
------------------------------------------------------------------------------------


                                      13

                        CONTRACT FEATURES AND BENEFITS








------------------------------------------------------------------------------------------
                                       SOURCE OF                  LIMITATION ON
 CONTRACT TYPE   MINIMUM CONTRIBUTION  CONTRIBUTIONS              SUBSEQUENT CONTRIBUTIONS
------------------------------------------------------------------------------------------
                                                         
Traditional IRA  $50 additional        .   "Regular"              .   EFFECTIVE MAY
                                           traditional IRA            1, 2013,
                                           contributions              maximum limit
                                           either made by             on
                                           you or paid to             contributions
                                           us by an                   is $6,500 per
                                           employer who               calendar
                                           establishes a              year/(1)(2)(3)/
                                           payroll                    (subject to the
                                           deduction                  general tax
                                           program.                   limits below).
                                       .   Additional             .   For annuitants
                                           catch-up                   up to age 83 at
                                           contributions.             contract issue,
                                       .   Eligible                   additional
                                           rollover                   contributions
                                           distributions              (rollover or
                                           from 403(b)                direct
                                           plans,                     transfer) may
                                           qualified plans            be made up to
                                           and                        age 84.
                                           governmental           .   For annuitants
                                           employer EDC               age 84 through
                                           plans.                     85 at contract
                                       .   Rollovers from             issue,
                                           another                    additional
                                           traditional                contribution
                                           individual                 (rollover or
                                           retirement                 direct
                                           arrangement.               transfer) may
                                       .   Direct                     be made up to
                                           custodian-to-custodian     one year beyond
                                           transfers from             the annuitant's
                                           other                      issue age.
                                           traditional            GENERAL TAX LIMITS
                                           individual             .   Regular IRA
                                           retirement                 contributions
                                           arrangements.              may not exceed
                                                                      $5,500.
                                                                  .   Additional
                                                                      catch-up
                                                                      contributions
                                                                      of up to $1,000
                                                                      per calendar
                                                                      year if 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.
                                                                  .   No regular IRA
                                                                      contributions
                                                                      in the calendar
                                                                      year you turn
                                                                      age 70 1/2 and
                                                                      thereafter.
                                                                  .   Rollover and
                                                                      direct transfer
                                                                      contributions
                                                                      after age
                                                                      70 1/2 must be
                                                                      net of required
                                                                      minimum
                                                                      distributions.
------------------------------------------------------------------------------------------
Roth IRA         $50 additional        .   Regular Roth           .   EFFECTIVE MAY
                                           IRA                        1, 2013,
                                           contributions              maximum limit
                                           either made by             on
                                           you or paid to             contributions
                                           us by an                   is $6,500 per
                                           employer who               calendar
                                           establishes a              year/(1)(2)(3)/
                                           payroll                    (subject to the
                                           deduction                  general tax
                                           program.                   limits below).
                                       .   Additional             .   For annuitants
                                           catch-up                   up to age 83 at
                                           contributions.             contract issue,
                                       .   Rollovers from             additional
                                           another Roth               contributions
                                           IRA.                       may be made up
                                       .   Rollovers from             to age 84.
                                           a "designated          .   For annuitants
                                           Roth                       age 84 through
                                           contribution               85 at contract
                                           account" under             issue,
                                           specified                  additional
                                           retirement                 contributions
                                           plans.                     may be made up
                                       .   Conversion                 to one year
                                           rollovers from             beyond the
                                           a traditional              annuitant's
                                           IRA or other               issue age.
                                           eligible               GENERAL TAX LIMITS
                                           retirement plan.       .   Regular Roth
                                       .   Direct                     IRA
                                           transfers from             contributions
                                           another Roth               may not exceed
                                           IRA.                       $5,500.
                                                                  .   Additional
                                                                      catch-up
                                                                      contributions
                                                                      of up to $1,000
                                                                      per calendar
                                                                      year if the
                                                                      owner is at
                                                                      least age 50 at
                                                                      any time during
                                                                      the calendar
                                                                      year for which
                                                                      the
                                                                      contribution is
                                                                      made.
                                                                  .   Contributions
                                                                      are subject to
                                                                      income limits
                                                                      and other tax
                                                                      rules. See
                                                                      Contributions
                                                                      to Roth IRAs in
                                                                      "Tax
                                                                      information"
                                                                      later in this
                                                                      prospectus.
------------------------------------------------------------------------------------------


                                      14

                        CONTRACT FEATURES AND BENEFITS








---------------------------------------------------------------------------------------------
                                          SOURCE OF                  LIMITATION ON
 CONTRACT TYPE       MINIMUM CONTRIBUTION CONTRIBUTIONS              SUBSEQUENT CONTRIBUTIONS
---------------------------------------------------------------------------------------------
                                                            
Inherited IRA        .   $1,000           .   Direct                 .   EFFECTIVE JUNE
(traditional IRA or      additional           custodian-to-custodian     18, 2012,
Roth IRA)                                     transfers of               maximum limit
                                              your interest              on
                                              as death                   contributions
                                              beneficiary of             is $6,500 per
                                              the deceased               calendar
                                              owner's                    year./(1)(2)(3)/
                                              traditional            .   Any additional
                                              individual                 contributions
                                              retirement                 must be from
                                              arrangement or             the same type
                                              Roth IRA to an             of IRA of the
                                              IRA of the same            same deceased
                                              type.                      owner.
                                                                     .   If this
                                                                         Inherited IRA
                                                                         was purchased
                                                                         by a
                                                                         non-spousal
                                                                         beneficiary
                                                                         direct rollover
                                                                         from a
                                                                         qualified plan,
                                                                         403(b) plan and
                                                                         governmental
                                                                         employer 457(b)
                                                                         plan, there are
                                                                         no additional
                                                                         contributions.
---------------------------------------------------------------------------------------------

(1)This discontinuance or limitation does not apply to contracts issued in
   Maryland. Please see Appendix III later in this prospectus.
(2)For contracts issued in Florida, acceptance of contributions has been
   discontinued. Please see Appendix III later in this prospectus.
(3)For regular contributions, the calendar year limitation includes (i)
   contributions made during a calendar year, and (ii) contributions made in
   the subsequent calendar year until the tax return filing deadline provided
   they are designated for the prior calendar year. For example, 2014 calendar
   year contributions will include regular contributions made at any time from
   January 1, 2014 through April 15, 2015, as long as you designate the
   contributions for 2014.

See "Tax information" later 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" later in this
prospectus. Please review your contract for information on contribution
limitations.

                                      15

                        CONTRACT FEATURES AND BENEFITS






OWNER AND ANNUITANT REQUIREMENTS


Under NQ contracts, the annuitant can be different than 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. Owners which are
not individuals may be required to document their status to avoid 30% Foreign
Account Tax Compliance Act ("FATCA") withholding from U.S.-source income.


Under traditional and Roth IRA contracts, the owner and annuitant must be the
same person. For owner and annuitant requirements for Inherited IRA, see
"Inherited IRA beneficiary continuation contract" later in this prospectus.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as noted below, contributions must be made 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 third-party checks endorsed to us except for
rollover contributions, contract exchanges or trustee checks that involve no
refund. 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.

Additional contributions may also be made by wire transfer or our automatic
investment program. The methods of payment are discussed in detail under "About
other methods of payment" in "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 contribution. 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 that
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.

If additional contributions are permitted under the contract, generally, you
may make additional contributions at any time. You may do so in single sum
amounts, on a regular basis, or as your financial situation permits.

--------------------------------------------------------------------------------
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 IN
"MORE INFORMATION" LATER IN THIS PROSPECTUS."
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options are the variable investment options, the guaranteed
interest option and the fixed maturity options.

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 and to limit the number of variable
investment options you may elect.

--------------------------------------------------------------------------------
YOU CAN CHOOSE FROM AMONG THE VARIABLE INVESTMENT OPTIONS, THE GUARANTEED
INTEREST OPTION AND THE FIXED MATURITY OPTIONS.
--------------------------------------------------------------------------------

                                      16

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUSTS


We offer both affiliated and unaffiliated Trusts, which in turn offer one or
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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
affiliated Portfolios, AXA FMG has entered into sub-advisory agreements with
one or more investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the Portfolios. As such, among other
responsibilities, AXA FMG 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 affiliated 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. In addition, AXA FMG receives management fees and
administrative fees in connection with the services it provides to the
affiliated Portfolios. As such, it is generally more profitable for us to offer
affiliated Portfolios than to offer unaffiliated Portfolios.


AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees
and additional payments from certain unaffiliated Portfolios, their advisers,
sub-advisers, distributors or affiliates, for providing certain administrative,
marketing, distribution and/or shareholder support services. These fees and
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily
net assets. The Distributors may also receive payments from the advisers or
sub-advisers of the unaffiliated Portfolios or their affiliates for certain
distribution services, including expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
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, as
well as the Portfolios' investment management fees and administrative expenses,
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.

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest 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 Fund of Fund
Portfolios than certain other Portfolios available to you under your contract.
Please see "Allocating your contributions" later in this section for more
information about your role in managing your allocations.

As described in more detail in the Portfolio prospectuses, the AXA Managed
Volatility Portfolios may utilize a proprietary volatility management strategy
developed by AXA FMG (the "AXA volatility management strategy"), and, in
addition, certain AXA Fund of Fund Portfolios may invest in affiliated
Portfolios that utilize this strategy. The AXA volatility management strategy
uses futures and options, such as exchange-traded futures and options contracts
on securities indices, to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is above
specific thresholds set for the Portfolio. When market volatility is increasing
above the specific thresholds set for a Portfolio utilizing the AXA volatility
management strategy, the manager of the Portfolio may reduce equity exposure.
Although this strategy is intended to reduce the overall risk of investing in
the Portfolio, it may not effectively protect the Portfolio from market
declines and may increase its losses. Further, during such times, the
Portfolio's exposure to equity securities may be less than that of a
traditional equity portfolio. This may limit the Portfolio's participation in
market gains and result in periods of underperformance, including those periods
when the specified benchmark index is appreciating, but market volatility is
high. It may also impact the value of certain guaranteed benefits, as discussed
below.


The AXA Managed Volatility Portfolios that include the AXA volatility
management strategy as part of their investment objective and/or principal
investment strategy, and the AXA Fund of Fund Portfolios that invest in
Portfolios that use the AXA volatility management strategy, are identified
below in the chart by a "(check mark)" under the column entitled "Volatility
Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. The reduction in volatility helps us manage the risks associated
with providing guaranteed benefits during times of high volatility in the
equity market. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy (or, in the case of the AXA Fund of Fund
Portfolios, invest exclusively in other Portfolios that do not use the AXA
volatility management strategy). This may effectively suppress the value of
guaranteed benefit(s) that are eligible for periodic benefit base resets
because your benefit base is available for resets only when your account value
is higher. Conversely, investing in investment options that feature a
managed-volatility strategy may be helpful in a declining market when high
market volatility triggers a reduction in the investment option's equity
exposure because during these periods of high volatility, the risk of losses
from investing in equity securities may increase. In these instances, your
account value may decline less than would have been the case had you not been
invested in investment options that feature a volatility management strategy.


                                      17

                        CONTRACT FEATURES AND BENEFITS








Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that
differ from the AXA volatility management strategy. Affiliated Portfolios that
utilize these volatility management techniques are identified below in the
chart by a "(delta)" under the column entitled "Volatility Management." Any
such unaffiliated Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your account value and
guaranteed benefit(s), if any, in the same manner described above. Please see
the Portfolio prospectuses for more information about the Portfolios' objective
and strategies.


Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in contracts with no ATP feature, such as
yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract owners
invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




----------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                          INVESTMENT MANAGER (OR
 CLASS B SHARES                                                   SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                    AS APPLICABLE)             MANAGEMENT
----------------------------------------------------------------------------------------------------------
                                                                                    
AXA AGGRESSIVE       Seeks to achieve long-term capital           AXA Equitable Funds        (check mark)
  ALLOCATION         appreciation.                                   Management Group, LLC
----------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks to achieve a high level of current     AXA Equitable Funds        (check mark)
  ALLOCATION         income.                                         Management Group, LLC
----------------------------------------------------------------------------------------------------------
AXA                  Seeks to achieve current income and          AXA Equitable Funds        (check mark)
  CONSERVATIVE-PLUS  growth of capital, with a greater emphasis      Management Group, LLC
  ALLOCATION         on current income.
----------------------------------------------------------------------------------------------------------
AXA MODERATE         Seeks to achieve long-term capital           AXA Equitable Funds        (check mark)
  ALLOCATION         appreciation and current income.                Management Group, LLC
----------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS    Seeks to achieve long-term capital           AXA Equitable Funds        (check mark)
  ALLOCATION         appreciation and current income, with a         Management Group, LLC
                     greater emphasis on capital appreciation.
----------------------------------------------------------------------------------------------------------
CHARTER/SM/          Seeks to achieve high total return through   AXA Equitable Funds
  MULTI-SECTOR BOND  a combination of current income and             Management Group, LLC
                     capital appreciation.
----------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of         AXA Equitable Funds
  CAP GROWTH         capital.                                        Management Group, LLC
----------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of         AXA Equitable Funds
  CAP VALUE          capital.                                        Management Group, LLC
----------------------------------------------------------------------------------------------------------
TARGET 2015          Seeks the highest total return over time     AXA Equitable Funds
  ALLOCATION         consistent with its asset mix. Total return     Management Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------
TARGET 2025          Seeks the highest total return over time     AXA Equitable Funds
  ALLOCATION         consistent with its asset mix. Total return     Management Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------
TARGET 2035          Seeks the highest total return over time     AXA Equitable Funds
  ALLOCATION         consistent with its asset mix. Total return     Management Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------
TARGET 2045          Seeks the highest total return over time     AXA Equitable Funds
  ALLOCATION         consistent with its asset mix. Total return     Management Group, LLC
                     includes capital growth and income.
----------------------------------------------------------------------------------------------------------



                                      18

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                          INVESTMENT MANAGER (OR
 CLASS B SHARES                                                   SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                    AS APPLICABLE)             MANAGEMENT
--------------------------------------------------------------------------------------------------------
                                                                                    
TARGET 2055          Seeks the highest total return over time     AXA Equitable Funds
  ALLOCATION/(1)/    consistent with its asset mix. Total return     Management Group, LLC
                     includes capital growth and income.





--------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                 INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                     SUB-ADVISER(S),                   VOLATILITY
 PORTFOLIO NAME/(*)/    OBJECTIVE                                    AS APPLICABLE)                    MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                              
ALL ASSET               Seeks long-term capital appreciation and     AXA Equitable Funds
  AGGRESSIVE - ALT      current income, with a greater emphasis         Management Group, LLC
  25                    on capital appreciation.
--------------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH -      Seeks long-term capital appreciation and     AXA Equitable Funds
  ALT 20                current income.                                 Management Group, LLC
--------------------------------------------------------------------------------------------------------------------
ALL ASSET               Seeks long-term -capital appreciation and    AXA Equitable Funds
  MODERATE GROWTH -     current income, with a greater emphasis         Management Group, LLC
  ALT 15                on current income.
--------------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED         Seeks to achieve long-term growth of         AllianceBernstein L.P.            (check mark)
  VOLATILITY            capital with an emphasis on risk-adjusted    AXA Equitable Funds
                        returns and managing volatility in the          Management Group, LLC
                        Portfolio.                                   BlackRock Investment
                                                                        Management, LLC
--------------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED         Seeks to achieve long-term growth of         AllianceBernstein L.P.            (check mark)
  VOLATILITY            capital with an emphasis on risk-adjusted    AXA Equitable Funds
                        returns and managing volatility in the          Management Group, LLC
                        Portfolio.                                   BlackRock Investment
                                                                        Management, LLC
--------------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED        Seeks to achieve long-term growth of         AllianceBernstein L.P.            (check mark)
  VOLATILITY            capital with an emphasis on risk-adjusted    AXA Equitable Funds
                        returns and managing volatility in the          Management Group, LLC
                        Portfolio.                                   BlackRock Investment
                                                                        Management, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC          Seeks to achieve total return from long-     AllianceBernstein L.P.              (delta)
  MODERATE              term growth of capital and income.
  GROWTH/(2)/
--------------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP        Seeks to achieve long-term growth of         AllianceBernstein L.P.
  GROWTH/(3)/           capital.
--------------------------------------------------------------------------------------------------------------------
AXA BALANCED            Seeks long-term capital appreciation and     AXA Equitable Funds               (check mark)
  STRATEGY              current income.                                 Management Group, LLC
--------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE        Seeks current income and growth of           AXA Equitable Funds               (check mark)
  GROWTH STRATEGY       capital, with a greater emphasis on current     Management Group, LLC
                        income.
--------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE        Seeks a high level of current income.        AXA Equitable Funds               (check mark)
  STRATEGY                                                              Management Group, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN            Seeks to maximize income while               AXA Equitable Funds               (check mark)
  BALANCED MANAGED      maintaining prospects for capital               Management Group, LLC
  VOLATILITY            appreciation with an emphasis on risk-       BlackRock Investment
                        adjusted returns and managing volatility in     Management, LLC
                        the Portfolio.                               Franklin Advisers, Inc.
--------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL      Seeks to achieve long-term total return      AXA Equitable Funds               (check mark)
  CAP VALUE MANAGED     with an emphasis on risk-adjusted returns       Management Group, LLC
  VOLATILITY            and managing volatility in the Portfolio.    BlackRock Investment
                                                                        Management, LLC
                                                                     Franklin Advisory Services, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN            Primarily seeks capital appreciation and     AXA Equitable Funds               (check mark)
  TEMPLETON             secondarily seeks income.                       Management Group, LLC
  ALLOCATION
  MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------------



                                      19

                        CONTRACT FEATURES AND BENEFITS









---------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                 INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                     SUB-ADVISER(S),                    VOLATILITY
 PORTFOLIO NAME/(*)/    OBJECTIVE                                    AS APPLICABLE)                     MANAGEMENT
---------------------------------------------------------------------------------------------------------------------
                                                                                               
AXA GLOBAL EQUITY       Seeks to achieve long-term capital           AXA Equitable Funds                (check mark)
  MANAGED VOLATILITY    appreciation with an emphasis on risk-          Management Group, LLC
                        adjusted returns and managing volatility in  BlackRock Investment
                        the Portfolio.                                  Management, LLC
                                                                     Morgan Stanley Investment
                                                                        Management Inc.
                                                                     OppenheimerFunds, Inc.
---------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL       Seeks to achieve long-term growth of         AXA Equitable Funds                (check mark)
  CORE MANAGED          capital with an emphasis on risk-adjusted       Management Group, LLC
  VOLATILITY            returns and managing volatility in the       BlackRock Investment
                        Portfolio.                                      Management, LLC
                                                                     EARNEST Partners, LLC
                                                                     Massachusetts Financial Services
                                                                        Company d/b/a MFS Investment
                                                                        Management
                                                                     Hirayama Investments, LLC
                                                                     WHV Investments
---------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL       Seeks to achieve long-term growth of         AllianceBernstein L.P.             (check mark)
  MANAGED VOLATILITY    capital with an emphasis on risk-adjusted    AXA Equitable Funds
                        returns and managing volatility in the          Management Group, LLC
                        Portfolio.                                   BlackRock Investment
                                                                        Management, LLC
---------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL       Seeks to provide current income and long-    AXA Equitable Funds                (check mark)
  VALUE MANAGED         term growth of income, accompanied by           Management Group, LLC
  VOLATILITY            growth of capital with an emphasis on risk-  BlackRock Investment
                        adjusted returns and managing volatility in     Management, LLC
                        the Portfolio.                               Northern Cross, LLC
---------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE      Seeks to achieve long-term growth of         AXA Equitable Funds                (check mark)
  MANAGED VOLATILITY    capital with an emphasis on risk-adjusted       Management Group, LLC
                        returns and managing volatility in the       BlackRock Investment
                        Portfolio.                                      Management, LLC
                                                                     Capital Guardian Trust Company
                                                                     Institutional Capital LLC
                                                                     Thornburg Investment
                                                                        Management, Inc.
---------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP           Seeks to provide long-term capital growth    AXA Equitable Funds                (check mark)
  GROWTH MANAGED        with an emphasis on risk-adjusted returns       Management Group, LLC
  VOLATILITY            and managing volatility in the Portfolio.    BlackRock Investment
                                                                        Management, LLC
                                                                     Marsico Capital Management, LLC
                                                                     T. Rowe Price Associates, Inc.
                                                                     Wells Capital Management, Inc.
---------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE     Seeks to achieve long-term growth of         AllianceBernstein L.P.             (check mark)
  MANAGED VOLATILITY    capital with an emphasis on risk-adjusted    AXA Equitable Funds
                        returns and managing volatility in the          Management Group, LLC
                        Portfolio.                                   BlackRock Investment
                                                                        Management, LLC
                                                                     Massachusetts Financial Services
                                                                        Company d/b/a MFS Investment
                                                                        Management
---------------------------------------------------------------------------------------------------------------------



                                      20

                        CONTRACT FEATURES AND BENEFITS









----------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                 INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                     SUB-ADVISER(S),                     VOLATILITY
 PORTFOLIO NAME/(*)/    OBJECTIVE                                    AS APPLICABLE)                      MANAGEMENT
----------------------------------------------------------------------------------------------------------------------
                                                                                                
AXA/LOOMIS SAYLES       Seeks to achieve capital appreciation.       Loomis, Sayles & Company, L.P.
  GROWTH
----------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE       Seeks to achieve long-term capital           AXA Equitable Funds                 (check mark)
  MANAGED VOLATILITY    appreciation with an emphasis on risk           Management Group, LLC
                        adjusted returns and managing volatility in  BlackRock Investment
                        the Portfolio.                                  Management, LLC
                                                                     Diamond Hill Capital
                                                                        Management, Inc.
                                                                     Wellington Management
                                                                        Company, LLP
----------------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH     Seeks long-term capital appreciation and     AXA Equitable Funds                 (check mark)
  STRATEGY              current income, with a greater emphasis         Management Group, LLC
                        on current income.
----------------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE        Seeks to achieve capital appreciation,       AXA Equitable Funds                 (check mark)
  CAP EQUITY            which may occasionally be short-term, with      Management Group, LLC
  MANAGED VOLATILITY    an emphasis on risk adjusted returns and     BlackRock Investment
                        managing volatility in the Portfolio.           Management, LLC
                                                                     Franklin Mutual Advisers, LLC
----------------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON           Seeks to achieve long-term capital growth    AXA Equitable Funds                 (check mark)
  GLOBAL EQUITY         with an emphasis on risk adjusted returns       Management Group, LLC
  MANAGED VOLATILITY    and managing volatility in the Portfolio.    BlackRock Investment
                                                                        Management, LLC
                                                                     Templeton Investment Counsel, LLC
----------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC      Seeks to achieve capital appreciation and    BlackRock Investment
  VALUE EQUITY          secondarily, income.                            Management, LLC
----------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS      Seeks a combination of growth and income     Boston Advisors, LLC
  EQUITY INCOME         to achieve an above-average and
                        consistent total return.
----------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY     Seeks to achieve long-term capital           Calvert Investment Management
  RESPONSIBLE           appreciation.                                   Inc.
----------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN     Seeks to achieve long-term growth of         Capital Guardian Trust Company
  RESEARCH              capital.
----------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK         Seeks to achieve a total return before       AllianceBernstein L.P.
  INDEX                 expenses that approximates the total
                        return performance of the Russell 3000(R)
                        Index, including reinvestment of dividends,
                        at a risk level consistent with that of the
                        Russell 3000(R) Index.
----------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX      Seeks to achieve a total return before       SSgA Funds Management, Inc.
                        expenses that approximates the total return
                        performance of the Barclays Intermediate
                        U.S. Government/Credit Index, including
                        reinvestment of dividends, at a risk level
                        consistent with that of the Barclays
                        Intermediate U.S. Government/Credit Index.
----------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS     Seeks to achieve long-term growth of         AllianceBernstein L.P.
  EQUITY PLUS           capital.                                     AXA Equitable Funds
                                                                        Management Group, LLC
                                                                     EARNEST Partners, LLC
----------------------------------------------------------------------------------------------------------------------



                                      21

                        CONTRACT FEATURES AND BENEFITS









------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                     INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                         SUB-ADVISER(S),                     VOLATILITY
 PORTFOLIO NAME/(*)/    OBJECTIVE                                        AS APPLICABLE)                      MANAGEMENT
------------------------------------------------------------------------------------------------------------------------
                                                                                                    
EQ/EQUITY 500 INDEX     Seeks to achieve a total return before expenses  AllianceBernstein L.P.
                        that approximates the total return
                        performance of the Standard & Poor's 500
                        Composite Stock Price Index, including
                        reinvestment of dividends, at a risk level
                        consistent with that of the Standard & Poor's
                        500 Composite Stock Price Index.
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS        Seeks to achieve capital appreciation.           GAMCO Asset Management, Inc.
  AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL          Seeks to maximize capital appreciation.          GAMCO Asset Management, Inc.
  COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS     Seeks to achieve capital growth and              AXA Equitable Funds
                        current income.                                     Management Group, LLC
                                                                         BlackRock Investment
                                                                            Management, LLC
                                                                         First International Advisors, LLC
                                                                         Wells Capital Management, Inc.
------------------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND      Seeks to maximize current income.                AXA Equitable Funds
                                                                            Management Group, LLC
                                                                         AXA Investment Managers, Inc.
                                                                         Post Advisory Group, LLP
------------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE         Seeks to achieve a total return before           AXA Equitable Funds
  GOVERNMENT BOND       expenses that approximates the total return         Management Group, LLC
                        performance of the Barclays Intermediate         SSgA Funds Management, Inc.
                        U.S. Government Bond Index, including
                        reinvestment of dividends, at a risk level
                        consistent with that of the Barclays
                        Intermediate U.S. Government Bond Index.
------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL        Seeks to achieve a total return (before          AllianceBernstein L.P.
  EQUITY INDEX          expenses) that 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/INVESCO COMSTOCK     Seeks to achieve capital growth and income.      Invesco Advisers, Inc.
------------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE       Seeks to achieve long-term capital               J.P. Morgan Investment
  OPPORTUNITIES         appreciation.                                       Management Inc.
------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH     Seeks to achieve a total return before           AllianceBernstein L.P.
  INDEX                 expenses that approximates the total
                        return performance of the Russell 1000(R)
                        Growth Index, including reinvestment of
                        dividends at a risk level consistent with
                        that of the Russell 1000(R) Growth Index.
------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE      Seeks to achieve a total return before           SSgA Funds Management, Inc.
  INDEX                 expenses that approximates the total
                        return performance of the Russell 1000(R)
                        Value Index, including reinvestment of
                        dividends, at a risk level consistent with
                        that of the Russell 1000(R) Value Index.
------------------------------------------------------------------------------------------------------------------------



                                      22

                        CONTRACT FEATURES AND BENEFITS









-------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                 INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                     SUB-ADVISER(S),                    VOLATILITY
 PORTFOLIO NAME/(*)/    OBJECTIVE                                    AS APPLICABLE)                     MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                               
EQ/MFS                  Seeks to achieve capital appreciation.       Massachusetts Financial Services
  INTERNATIONAL                                                         Company d/b/a MFS Investment
  GROWTH                                                                Management
-------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX        Seeks to achieve a total return before       SSgA Funds Management, Inc.
                        expenses that approximates the total
                        return performance of the Standard &
                        Poor's Mid Cap 400 Index, including
                        reinvestment of dividends, at a risk level
                        consistent with that of the Standard &
                        Poor's Mid Cap 400 Index.
-------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET         Seeks to obtain a high level of current      The Dreyfus Corporation
                        income, preserve its assets and maintain
                        liquidity.
-------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY       Seeks to achieve capital growth.             Morgan Stanley Investment
  MID CAP GROWTH                                                        Management Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER          Seeks to achieve capital appreciation.       OppenheimerFunds, Inc.
  GLOBAL
-------------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL         Seeks to achieve maximum real return,        Pacific Investment Management
  REAL RETURN           consistent with preservation of capital and     Company LLC
                        prudent investment management.
-------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA          Seeks to generate a return in excess of      Pacific Investment Management
  SHORT BOND            traditional money market products while         Company LLC
                        maintaining an emphasis on preservation
                        of capital and liquidity.
-------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS    Seeks to achieve high current income         AllianceBernstein L.P.
                        consistent with moderate risk to capital.    AXA Equitable Funds
                                                                        Management Group, LLC
                                                                     Pacific Investment Management
                                                                        Company, LLC
-------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY        Seeks to replicate as closely as possible    AllianceBernstein L.P.
  INDEX                 (before expenses) the total return of the
                        Russell 2000 Index.
-------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE        Seeks to achieve long-term capital           T. Rowe Price Associates, Inc.
  GROWTH STOCK          appreciation and secondarily, income.
-------------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND       Seeks to achieve total return through        UBS Global Asset Management
  INCOME                capital appreciation with income as a           (Americas) Inc.
                        secondary consideration.
-------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO          Seeks to achieve long-term capital growth.   Wells Capital Management, Inc.
  OMEGA GROWTH
-------------------------------------------------------------------------------------------------------------------
MULTIMANAGER            Seeks to achieve long-term growth of         AllianceBernstein L.P.
  AGGRESSIVE EQUITY     capital.                                     AXA Equitable Funds
                                                                        Management Group, LLC
                                                                     ClearBridge Investments, LLC
                                                                     Marsico Capital Management, LLC
                                                                     Scotia Institutional Asset
                                                                        Management US, Ltd.
                                                                     T. Rowe Price Associates, Inc.
                                                                     Westfield Capital Management
                                                                        Company, L.P.
-------------------------------------------------------------------------------------------------------------------



                                      23

                        CONTRACT FEATURES AND BENEFITS









------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                 INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                     SUB-ADVISER(S),                   VOLATILITY
 PORTFOLIO NAME/(*)/    OBJECTIVE                                    AS APPLICABLE)                    MANAGEMENT
------------------------------------------------------------------------------------------------------------------
                                                                                              
MULTIMANAGER CORE       Seeks to achieve a balance of high current   AXA Equitable Funds
  BOND                  income and capital appreciation, consistent     Management Group, LLC
                        with a prudent level of risk.                BlackRock Financial Management,
                                                                        Inc.
                                                                     DoubleLine Capital L.P.
                                                                     Pacific Investment Management
                                                                        Company LLC
                                                                     SSgA Funds Management, Inc.
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID        Seeks to achieve long-term growth of         AllianceBernstein L.P.
  CAP GROWTH            capital.                                     AXA Equitable Funds
                                                                        Management Group, LLC
                                                                     BlackRock Investment
                                                                        Management, LLC
                                                                     Franklin Advisers, Inc.
                                                                     Wellington Management
                                                                        Company, LLP
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID        Seeks to achieve long-term growth of         AXA Equitable Funds
  CAP VALUE             capital.                                        Management Group, LLC
                                                                     BlackRock Investment
                                                                        Management, LLC
                                                                     Diamond Hill Capital
                                                                        Management, Inc.
                                                                     Knightsbridge Asset Management,
                                                                        LLC
                                                                     Lord, Abbett & Co. LLC
------------------------------------------------------------------------------------------------------------------
MULTIMANAGER            Seeks to achieve long-term growth of         Allianz Global Investors US LLC
  TECHNOLOGY            capital.                                     AXA Equitable Funds
                                                                        Management Group, LLC
                                                                     SSgA Funds Management, Inc.
                                                                     Wellington Management
                                                                        Company, LLP





-------------------------------------------------------------------------------------------
 AIM VARIABLE
 INSURANCE FUNDS
 (INVESCO VARIABLE
 INSURANCE                                                     INVESTMENT MANAGER (OR
 FUNDS) - SERIES II                                            SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                 AS APPLICABLE)
-------------------------------------------------------------------------------------------
                                                         
INVESCO V.I. GLOBAL  The fund's investment objective is total  Invesco Advisers, Inc.
  REAL ESTATE FUND   return through growth of capital and      Invesco Asset Management
                     current income.                              Limited
-------------------------------------------------------------------------------------------
INVESCO V.I. HIGH    The fund's investment objective is total  Invesco Advisers, Inc.
  YIELD FUND         return, comprised of current income and
                     capital appreciation.
-------------------------------------------------------------------------------------------
INVESCO V.I.         The fund's investment objective is long-  Invesco Advisers, Inc.
  INTERNATIONAL      term growth of capital.
  GROWTH FUND
-------------------------------------------------------------------------------------------
INVESCO V.I. MID     The fund's investment objective is long-  Invesco Advisers, Inc.
  CAP CORE EQUITY    term growth of capital.
  FUND
-------------------------------------------------------------------------------------------
INVESCO V.I. SMALL   The fund's investment objective is long-  Invesco Advisers, Inc.
  CAP EQUITY FUND    term growth of capital.




----------------------------------------------------------------------------------------------
 AMERICAN FUNDS
 INSURANCE SERIES(R)                                                 INVESTMENT MANAGER (OR
 PORTFOLIO NAME -                                                    SUB-ADVISER(S),
 CLASS 4 SHARES       OBJECTIVE                                      AS APPLICABLE)
----------------------------------------------------------------------------------------------
                                                               
BOND FUND/SM/         The fund's investment objective is to provide  Capital Research and
                      as high a level of current income as is           Management Company
                      consistent with the preservation of capital.
----------------------------------------------------------------------------------------------


                                      24

                        CONTRACT FEATURES AND BENEFITS








------------------------------------------------------------------------------------------
 FIDELITY(R)
 VARIABLE INSURANCE
 PRODUCTS (VIP) -                                           INVESTMENT MANAGER (OR
 SERVICE CLASS 2                                            SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
FIDELITY(R) VIP      Seeks long-term capital appreciation.  .   Fidelity Management and
  CONTRAFUND(R)                                                 Research Company (FMR)
  PORTFOLIO



------------------------------------------------------------------------------------------
 GOLDMAN SACHS
 VARIABLE
 INSURANCE TRUST -                                          INVESTMENT MANAGER (OR
 SERVICE SHARES                                             SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
GOLDMAN SACHS VIT    Seeks long-term capital appreciation.  .   Goldman Sachs Asset
  MID CAP VALUE FUND                                            Management, L.P.



----------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE                                                      INVESTMENT MANAGER (OR
 PORTFOLIOS                                                     SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                  AS APPLICABLE)
----------------------------------------------------------------------------------------------
                                                          
IVY FUNDS VIP ENERGY To seek to provide capital growth and      .   Waddell & Reed Investment
                     appreciation.                                  Management Company
                                                                    (WRIMCO)
----------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH   To seek to provide total return through a  .   Waddell & Reed Investment
  INCOME             combination of high current income and         Management Company
                     capital appreciation.                          (WRIMCO)
----------------------------------------------------------------------------------------------
IVY FUNDS VIP MID    To seek to provide growth of capital.      .   Waddell & Reed Investment
  CAP GROWTH                                                        Management Company
                                                                    (WRIMCO)
----------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL  To seek to provide growth of capital.      .   Waddell & Reed Investment
  CAP GROWTH                                                        Management Company
                                                                    (WRIMCO)



------------------------------------------------------------------------------------------
 LAZARD RETIREMENT
 SERIES, INC. -                                             INVESTMENT MANAGER (OR
 SERVICE SHARES                                             SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
------------------------------------------------------------------------------------------
                                                      
LAZARD RETIREMENT    Seeks long-term capital appreciation.  .   Lazard Asset Management
  EMERGING MARKETS                                              LLC
  EQUITY PORTFOLIO




-----------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS -                                              INVESTMENT MANAGER (OR
 SERVICE CLASS                                                   SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                   AS APPLICABLE)
-----------------------------------------------------------------------------------------------
                                                           
MFS(R)               The fund's investment objective is to seek  .   Massachusetts Financial
  INTERNATIONAL      capital appreciation.                           Services Company
  VALUE PORTFOLIO
-----------------------------------------------------------------------------------------------
MFS(R) INVESTORS     The fund's investment objective is to seek  .   Massachusetts Financial
  TRUST SERIES       capital appreciation.                           Services Company
-----------------------------------------------------------------------------------------------
MFS(R)               The fund's investment objective is to seek  .   Massachusetts Financial
  MASSACHUSETTS      capital appreciation.                           Services Company
  INVESTORS GROWTH
  STOCK PORTFOLIO
-----------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY    The fund's investment objective is to seek  .   Massachusetts Financial
  PORTFOLIO          capital appreciation.                           Services Company
-----------------------------------------------------------------------------------------------
MFS(R) UTILITIES     The fund's investment objective is to seek  .   Massachusetts Financial
  SERIES             total return.                                   Services Company




--------------------------------------------------------------------------------------------------
 VAN ECK VIP TRUST                                                  INVESTMENT MANAGER
 - S CLASS                                                          (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                      AS APPLICABLE)
--------------------------------------------------------------------------------------------------
                                                              
VAN ECK VIP GLOBAL   Seeks long-term capital appreciation by        .   Van Eck Associates
  HARD ASSETS FUND   investing primarily in hard asset securities.      Corporation
                     Income is a secondary consideration.
--------------------------------------------------------------------------------------------------


(1)This Portfolio will be available on or about May 22, 2015, subject to
   regulatory and shareholder approval.

(*)This information reflects the variable investment options name changes
   effective on or about May 22, 2015, subject to regulatory approval. The
   chart below reflects the variable investment options names in effect until
   on or about May 22, 2015.





---------------------------------------------------
VARIABLE INVESTMENT OPTION NAME UNTIL MAY 22, 2015
---------------------------------------------------

(2) EQ/AllianceBernstein Dynamic Wealth Strategies
---------------------------------------------------
(3) EQ/AllianceBernstein Small Cap Growth
---------------------------------------------------





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 THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.



                                      25

                        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 annual minimum guaranteed interest rate for the calendar year, and

(3)the current interest rate.

We set current interest rates periodically, according to our procedures that we
have in effect at the time. All interest rates are effective annual rates, but
before deduction of annual administrative charges or any withdrawal charges.


The annual minimum guaranteed interest rate for 2015 ranges from 1.00% to
3.00%. Depending on the year and the state where your contract was issued, the
lifetime minimum guaranteed interest rate ranges from 1.00% to 3.00%. The
lifetime minimum guaranteed interest rate is shown in your contract. The annual
minimum guaranteed interest rate will never be less than the lifetime minimum
guaranteed interest rate. Current rates will never be less than the annual
minimum guaranteed interest rate.


FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years. 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 points in time there may be no fixed maturity options
available. You can allocate your contributions to one or more of these fixed
maturity options. However, you may not allocate more than one contribution to
any one fixed maturity option. These amounts become part of a non-unitized
separate account. They will accumulate interest at the "rate to maturity" for
each fixed maturity option. 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 contracts issued on or after August 13,
2001 in Washington. For contracts issued in New York, see "Charges and
expenses" for information on withdrawal charges when amounts are allocated to
the fixed maturity options.

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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 currently offer fixed maturity
options ending on June 15th for maturity years ranging from one through ten.
Not all of these fixed maturity options will be available for annuitant ages 76
and above. See "Allocating your contributions" below. As fixed maturity options
expire, we expect to add maturity years so that generally ten fixed maturity
options are available at any time.

We will not accept allocations to a fixed maturity option if on the date the
contribution is to be applied:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" below would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)withdraw the maturity value (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 next
available fixed maturity option (or another investment option if we are
required to do so by any state regulation). As of February 17, 2015, the next
available maturity date was June 15, 2024 (see "About our fixed maturity
options" in "More Information" later in this prospectus). We may change our
procedures in the future.


MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination 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. 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 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 interest rates drop
at the end of that time, the market value

                                      26

                        CONTRACT FEATURES AND BENEFITS






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.

SELECTING YOUR INVESTMENT METHOD

You must choose one of the following methods for selecting your investment
options:

..   MAXIMUM INVESTMENT OPTIONS CHOICE. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A and B in the investment options chart. You can make transfers
    whenever you choose. However, there will be restrictions on the amount you
    can transfer out of the guaranteed interest option listed in A.

..   MAXIMUM TRANSFER FLEXIBILITY. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A in the investment options chart and no transfer restrictions
    will apply.

TEMPORARY REMOVAL OF TRANSFER RESTRICTIONS THAT APPLY TO THE INVESTMENT
METHODS. From time to time, we may remove certain restrictions that apply to
your investment method. If we do so, we will tell you. For example, if you
elect the "Maximum investment options choice" method, for a limited time there
will be no restrictions on the amount you can transfer out of the guaranteed
interest option listed in group "A." If you elect the "Maximum transfer
flexibility" method, for a limited time you will be able to use the fixed
income variable investment options listed in group "B" as well as the fixed
maturity options.

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 you elect the "Maximum investment options choice" method, limits on
transfers out of the guaranteed interest option will again apply. If you elect
the "Maximum transfer flexibility" method, you will no longer be permitted to
allocate contributions to or transfer amounts into the variable investment
options in group "B" (including through our rebalancing program) or the fixed
maturity options. However, amounts that are in any investment options that are
not available under "Maximum transfer flexibility" can remain in these options.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

--------------------------------------------------------------------------------
.. American Funds Insurance Series(R) Bond/SM/

.. AXA/AB Small Cap Growth/(*)/

.. Charter/SM/ Multi-Sector Bond
.. EQ/Core Bond Index
.. EQ/Global Bond PLUS

.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond

.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income
.. Multimanager Core Bond
--------------------------------------------------------------------------------

DOMESTIC EQUITY

--------------------------------------------------------------------------------
.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility

.. AXA/Franklin Small Cap Value Managed Volatility

.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility

.. AXA/Loomis Sayles Growth

.. AXA Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility


.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value


.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock

.. EQ/JPMorgan Value Opportunities


.. EQ/Large Cap Growth Index

.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth
.. MFS(R) Investors Trust
.. MFS(R) Massachusetts Investors Growth Stock
.. MFS(R) Technology
.. MFS(R) Utilities
.. Multimanager Aggressive Equity


.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology


.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------


INTERNATIONAL/GLOBAL EQUITY

--------------------------------------------------------------------------------
.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility

.. AXA/Templeton Global Equity Managed Volatility


.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index

.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(*)/
.. AXA Aggressive Allocation

.. AXA Balanced Strategy

.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative-Plus Allocation
.. AXA Conservative Strategy
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility

.. AXA Moderate Allocation

.. AXA Moderate Growth
  Strategy
.. AXA Moderate-Plus Allocation
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(*)/

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

FIXED MATURITY OPTIONS
--------------------------------------------------------------------------------
TRANSFER RESTRICTIONS APPLY AS INDICATED ABOVE UNDER "FIXED MATURITY OPTIONS
AND MATURITY DATES." FIXED MATURITY OPTIONS ARE ONLY AVAILABLE IN STATES WHERE
APPROVED.
--------------------------------------------------------------------------------

(*)Please see the "Portfolios of Trusts" earlier in this prospectus regarding
   name changes and the availability of new investment options, subject to
   regulatory and/or shareholder approval.


The Target Allocation investment options are expected to invest more heavily in
fixed income securities as they approach their respective target dates, and
thereafter. As each Target Allocation investment option reaches its respective
target date, we reserve the right to make it a group "B" investment option.
Please note that if you select the "Maximum transfer flexibility" method, and
you allocate any contributions or account value to any of the Target Allocation
investment options, you will be deemed to have changed to the "maximum
investment option choice" method. This change to your investment method will
occur when you change your allocation instruction to include a Target
Allocation investment option or when you make a transfer to a Target Allocation
investment option that has been reassigned. We will notify you of this change
in writing. Please note that

                                      27

                        CONTRACT FEATURES AND BENEFITS






if this occurs, the number of variable investment options available to you will
increase. In other words, the "B" investment options will be available to you.
However, your ability to transfer out of the guaranteed interest option will be
limited.

If you select the "maximum transfer flexibility" method but have not included
any of the Target Allocation investment options among your allocations, you
will not be changed to the alternate method but those options will no longer be
available to you.

You may choose from any of the investment options available under your
investment method. In all cases, if any of the options listed in B in the chart
referenced above are selected, you will be subject to the restrictions on
transfers out of the guaranteed interest option that apply under the maximum
investment options choice investment method.

ALLOCATING YOUR CONTRIBUTIONS

Once you have made your investment method choice, you may allocate your
contributions to one or more, or all, of the investment options that you have
chosen, subject to any restrictions under the investment method you chose.
However, you may not allocate more than one contribution to any one fixed
maturity option. If the annuitant is age 76 or older, you may only allocate
contributions to fixed maturity options with maturities of five years or less.
Allocations must be in whole percentages and you may change your allocation
percentages at any time. However, the total of your allocations must equal
100%. Once your contributions are allocated to the investment options they
become part of your account value. We discuss account value in "Determining
your contract's value" later in this prospectus.

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. Your AXA Advisors financial professional 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.

..   PRINCIPAL ASSURANCE ALLOCATION. Under this allocation program, you select a
    fixed maturity option. We specify the portion of your initial contribution
    to be allocated to that fixed maturity option in an amount that will cause
    the maturity value to equal the amount of your entire initial contribution
    on the fixed maturity option's maturity date. The maturity date you select
    generally may not be later than 10 years, or earlier than 6 years from your
    contract date. You allocate the rest of your contribution to the variable
    investment options however you choose.

For example, if your initial contribution is $10,000, and on February 18, 2014
you chose the fixed maturity option with a maturity date of June 15, 2023,
since the rate to maturity was 3.05% on February 18, 2014, we would have
allocated $7,554 to that fixed maturity option and the balance to your choice
of variable investment options. On the maturity date your value in the fixed
maturity option would be $10,000.

The principal assurance allocation is only available for annuitant ages 75 or
younger when the contract is issued. If you are purchasing an EQUI-VEST(R)
traditional IRA contract, before you select a maturity year that would extend
beyond the year in which you will reach age 70 1/2, you should consider whether
your value in the variable investment options, or your other traditional IRA
funds are sufficient to meet your required minimum distributions. See "Tax
information" later in this prospectus.

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 directly to our processing office within 10 days after you receive it.
If state law requires, this "free look" period may be longer.

For contributions allocated to the variable investment options, your refund
will equal your contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, your refund will equal the amount of the contribution
allocated to the fixed maturity options reflecting any positive or negative
market value adjustments. Some states require that we refund the full amount of
your contribution (not including any investment gain or loss, interest, or
market value adjustment). For contributions allocated to the guaranteed
interest option, your refund will equal the amount of the contributions,
without interest. For an IRA contract returned to us within seven days after
you receive it, we are required to refund the full amount of your contribution.

We may require that you wait six months before you 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.

Also, if you fully or partially convert an existing traditional IRA contract to
a Roth IRA contract, you may cancel your Roth IRA contract and return to a
traditional IRA contract. Our processing office, or your financial
professional, can provide you with the cancellation instructions. Ask for the
form entitled "EQUI-VEST(R) Roth IRA Re-Characterization Form."

In addition to the cancellation right described above, you have the right to
surrender your contract, rather than cancel it. Please see "Surrender of 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 for possible consequences of
cancelling your contract.

DEATH BENEFIT

Your contract provides a death benefit. If you do not elect the ratcheted death
benefit described below, the death benefit is equal to the greater of (i) the
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 and (ii) the "standard death
benefit." The standard death benefit is equal to your total contributions,
adjusted for withdrawals and any withdrawal charges, and any taxes

                                      28

                        CONTRACT FEATURES AND BENEFITS






that apply. Depending upon the state where your contract is issued, each
withdrawal you make will reduce the amount of your current standard death
benefit on a pro rata basis, in the same manner as described under "Ratcheted
death benefit" below.

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and 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. The amount of the death benefit will be calculated to
equal the greater of (i) your account value (without adjustment for any
otherwise applicable negative market value adjustment) as of the date that your
spouse's contract is issued, and (ii) the "standard 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 you elect the ratcheted death benefit, the death benefit is equal to the
greater of:

(a)your account value (without any negative market value adjustment that would
   otherwise apply) 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 payments and

(b)the ratcheted death benefit on the date of the annuitant's death, less any
   subsequent withdrawals, withdrawal charges and taxes that apply.

RATCHETED DEATH BENEFIT

For an additional fee, you may elect the ratcheted death benefit. On the
contract date, your ratcheted death benefit equals your initial contribution.
Then, on each third contract date anniversary, until the annuitant is age 85,
we will determine your ratcheted death benefit by comparing your current
ratcheted death benefit to your account value on that third contract date
anniversary. If your account value is higher than your ratcheted death benefit,
we will increase your ratcheted death benefit to equal your account value. On
the other hand, if your account value on the third contract date anniversary is
less than your ratcheted death benefit, we will not adjust your ratcheted death
benefit either up or down.

If you make additional contributions, we will increase your current ratcheted
death benefit by the dollar amount of the contribution on the date the
contribution is allocated to your investment options. If you take a withdrawal
from your contract, we will adjust your death benefit on the date you take the
withdrawal.

Each withdrawal you make will reduce the amount of your current ratcheted death
benefit 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 ratcheted death benefit by that 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 ratcheted death benefit was
$40,000 before the withdrawal, it would be reduced by $16,000 ($40,000 x .40)
and your new ratcheted death benefit after the withdrawal would be $24,000
($40,000 - $16,000). You may only elect the ratcheted death benefit at the time
you apply for a contract if the annuitant is not older than age 75 when the
contract is issued. Once you elect this benefit, you may not cancel it as long
as the contract is in effect.

See Appendix IV at the end of this prospectus for an example of how we
calculate the death benefit.

Before purchasing the ratcheted death benefit for your IRA contract, you and
your tax adviser should carefully consider the following. If you intend to
satisfy your lifetime Required Minimum Distribution ("RMD") requirements which
begin after age 70 1/2 for this contract taking account-based withdrawals (as
opposed to receiving annuity payments), you should know that under the terms of
the annuity contract such withdrawals will reduce your ratcheted death benefit
and may have the effect of eliminating your ability to utilize the entire
benefit. Also, purchasing the ratcheted death benefit may increase the amount
of RMDs you are required to withdraw under the tax rules if you elect
withdrawals and not annuity payments. For more information see "Lifetime
minimum distribution withdrawals" under "withdrawing your account value" in
"Accessing your money" and "Tax information" later in this prospectus.

INHERITED IRA BENEFICIARY CONTINUATION CONTRACT

This 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 "Required Minimum
Distributions" under "Tax Information." This 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. This contract is not suitable for beneficiaries electing the "5-year
rule." See "Beneficiary continuation option for traditional IRA and Roth IRA
contracts only" in "Payment of the death benefit" later in this prospectus. You
should discuss with your tax adviser your own personal situation.

The Inherited traditional 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 traditional 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

                                      29

                        CONTRACT FEATURES AND BENEFITS






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.

..   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
    annuitants over age 70.

..   The initial contribution must be a direct transfer from the deceased
    owner's original IRA and must be at least $5,000.

..   Additional 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 additional
    contributions to an Inherited traditional IRA contract.

..   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 under "Withdrawal charge" in "Charges and expenses"
    later in this prospectus.

..   The following features mentioned in the prospectus are not available under
    the inherited IRA beneficiary continuation contract: successor
    owner/annuitant, automatic investment program and systematic withdrawals.

..   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. The
    increase in account value will be allocated to the investment options
    according to the allocation percentages we have on file for your contract.
    Thereafter, withdrawal charges will no longer apply. If you had elected the
    ratcheted death benefit, it will no longer be in effect and charges for
    such benefit will stop.

                                      30

                        CONTRACT FEATURES AND BENEFITS





2. Determining your contract's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the: (i) values you have in the variable
investment options; (ii) guaranteed interest option; and (iii) market adjusted
amounts you have in the fixed maturity options. These amounts are subject to
certain fees and charges discussed under "Charges and expenses" later in this
prospectus.

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) any
withdrawal charge that may apply and (ii) the total amount or a pro rata
portion of the annual administrative charge. Please see "Surrender of 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.

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

The unit value for each variable investment option depends on the investment
performance of that option minus daily charges for mortality and expense risks
and other expenses. 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;

(ii)decreased to reflect a withdrawal (plus applicable withdrawal charges); or

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

In addition, when we deduct the annual administrative charge, third-party
transfer or exchange charge, or the ratcheted death benefit charge, we will
reduce the number of units credited to your contract. 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
and transfers 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 a
fixed maturity option will equal its maturity value, provided there have been
no withdrawals or transfers.

                                      31

                       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 must transfer at least $300 of account value or, if less, the entire
    amount in the investment option. We may waive the $300 requirement.

..   You may not transfer to a fixed maturity option in which you already have
    value.

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


..   If the annuitant is age 76 or older, you must limit your transfers to fixed
    maturity options to those with maturities of five years or less. As of
    February 18, 2015, not all maturities were available. You may not transfer
    to a fixed maturity option if its maturity date is 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 will cause a market value adjustment.

..   If you choose the maximum investment options choice method for selecting
    investment options (including if you have been deemed to have selected that
    method as a result of a Target Allocation investment option in which you
    are invested becoming a group "B" option as described under "Selecting your
    investment method" in "Contract features and benefits" earlier in this
    prospectus) the maximum amount you may transfer in any contract year from
    the guaranteed interest option to any other investment option is (a) 25% of
    the amount you had in the guaranteed interest option on the last day of the
    prior contract year or, if greater, (b) the total of all amounts you
    transferred from the guaranteed interest option to any other investment
    option in the prior contract year.

..   If you transfer money from another financial institution into the
    guaranteed interest option during your first contract year, and if you have
    selected the maximum investment options method (including if you have been
    deemed to have selected that method as a result of a Target Allocation
    investment option in which you are invested becoming a group "B" option as
    described under "Selecting your investment method" in "Contract features
    and benefits" earlier in this prospectus) you may, during the balance of
    that contract year, transfer up to 25% of such initial guaranteed interest
    option balance to any other investment option.

Upon advance notice to you, we may change or establish additional restrictions
on transfers into and among the investment options, including limitations on
the number, frequency, or dollar amount of transfers. A transfer request does
not change your percentages for allocating current or future contributions
among the investment options. Our current transfer restrictions are set forth
in the "Disruptive transfer activity" section below.

You may request a transfer in writing or by telephone using TOPS or online
using Online Account Access. You must send in all signed written requests
directly to our processing office. Transfer requests should specify:

(1)the contract number,

(2)the dollar amounts to be transferred, and

(3)the investment options to and from which you are transferring.

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.

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.

                                      32

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







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 "affiliated trusts"), as
well as investment options with underlying portfolios of outside trusts with
which AXA Equitable has entered participation agreements (the "unaffiliated
trusts" and, collectively with the affiliated trusts, the "trusts"). The
affiliated 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 affiliated trust obtains from us contract
owner trading activity. The affiliated 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.

When a contract owner 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.

Each unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity. 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. 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.

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.

AUTOMATIC TRANSFER OPTIONS

INVESTMENT SIMPLIFIER

Our Investment simplifier program allows you to choose from two automatic
options for transferring amounts from the guaranteed interest option to the
variable investment options. The transfer options are the "fixed-dollar option"
and the "interest sweep." You may select one or the other, but not both. If you
elect to use rebalancing option II (discussed below), you may not choose either
of the investment simplifier options.

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 on a monthly basis. You can specify the
number of monthly transfers or instruct us to continue to make monthly
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. You also must elect to transfer at least $50 per month. The
fixed-dollar option is subject to the guaranteed interest option transfer
limitation described above.

INTEREST SWEEP. Under the interest sweep, we will make transfers on a monthly
basis from amounts in the guaranteed interest option. 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 and on the last
business day of each month thereafter to participate in the interest sweep
option.

The fixed-dollar and the interest sweep options are forms of dollar-cost
averaging. Dollar-cost averaging allows you to gradually allocate amounts to
the variable investment options by periodically transferring approximately the
same dollar amount to the variable investment options you select. This 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. This plan of investing, however, does not guarantee that
you will earn a profit or be protected against losses.

WHEN YOUR PARTICIPATION IN THE INVESTMENT SIMPLIFIER WILL END. Your
participation in the investment simplifier will end:

..   Under the fixed-dollar option, when either the number of designated monthly
    transfers have been completed or the amount you have available in the
    guaranteed interest option has been transferred out.

                                      33

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







..   Under the interest sweep, when the amount you have in the guaranteed
    interest option falls below $7,500 (determined on the last business day of
    the month) for two months in a row.

..   Under either option, on the date we receive at our processing office, your
    written request to cancel automatic transfers, or on the date your contract
    terminates.

REBALANCING YOUR ACCOUNT VALUE

Our rebalancing program offers two options that you can use to automatically
reallocate your account value. Option I permits reallocation among the variable
investment options only and option II permits reallocation among the variable
investment options and the guaranteed interest option. To enroll in the asset
rebalancing program, you must notify us in writing by completing our asset
rebalancing form, instructing us:

(a)in whole percentages only, the percentage you want invested in each variable
   investment option (and the guaranteed interest option, if applicable), and

(b)how often you want the rebalancing to occur (quarterly, semiannually, or
   annually).

While your rebalancing program is in effect, we will transfer amounts among the
variable investment options (and the guaranteed interest option, if
applicable), so that the percentage of your account value that you specify is
invested in each option at the end of each rebalancing date. Your entire
account value in the variable investment options (and guaranteed interest
option, if applicable) must be included in the rebalancing program. Currently,
we permit rebalancing of up to 20 investment options. Transfer restrictions out
of the guaranteed interest option may apply in accordance with the last two
bullets under "Transferring your account value" above in this section. The
initial transfer under the rebalancing program (based on your account value as
of the day before the program is established) is not permitted to cause the
transfer restrictions to be violated, and any rebalancing election that would
be a violation of the transfer restrictions will not be put into effect.
However, if the program can be established, once it is in effect the transfer
restrictions will be waived for the rebalancing transfers.

--------------------------------------------------------------------------------
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 AND/OR
FINANCIAL ADVISER BEFORE ELECTING THE PROGRAM.
--------------------------------------------------------------------------------

To be eligible, you must have (i) at least $5,000 of account value in the
variable investment options for option I, or (ii) at least $5,000 of account
value in the variable investment options and the guaranteed interest option,
combined for option II. We may waive this $5,000 requirement. Rebalancing is
not available for amounts you have allocated in the fixed maturity options.

If you elect to use option II, you may not choose either of the investment
simplifier automatic options.

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.

                                      34

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS





4. Accessing your money

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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. For the tax consequences of taking
withdrawals, see "Tax information" later in this prospectus.

METHOD OF WITHDRAWAL



--------------------------------------------------------------------------------------------
                                                                                  MINIMUM
                         CONTRACT                            PARTIAL SYSTEMATIC DISTRIBUTION
--------------------------------------------------------------------------------------------
                                                                       
NQ                                                             Yes      Yes         No
--------------------------------------------------------------------------------------------
Traditional IRA                                                Yes      Yes         Yes
--------------------------------------------------------------------------------------------
Roth IRA                                                       Yes      Yes         No
--------------------------------------------------------------------------------------------


PARTIAL WITHDRAWALS
(ALL CONTRACTS)

You may take partial withdrawals from your account value at any time while the
annuitant is living and before annuity payments begin. The minimum amount you
may withdraw at any time is $300. If you request a withdrawal that leaves you
with an account value of less than $500, we may treat it as a request to
surrender the contract for its cash value. See "Surrender of your contract to
receive its cash value" below.

Partial withdrawals in excess of the 15% free withdrawal amount may be subject
to a withdrawal charge. See "15% free withdrawal amount" in "Charges and
expenses" later in this prospectus.

SYSTEMATIC WITHDRAWALS
(ALL CONTRACTS EXCEPT INHERITED IRA)

You may take systematic withdrawals on a monthly or quarterly basis. The
minimum amount you may take for each withdrawal is $250. 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. If you do not
select a date, your withdrawals will be made on the first business day of the
month. A check for the amount of the withdrawal will be mailed to you or, if
you prefer, we will electronically transfer the money to your checking or
savings account.

You may withdraw either the amount of interest earned in the guaranteed
interest option or a fixed-dollar amount from either the variable investment
options or the guaranteed interest option. If you elect the interest option, a
minimum of $20,000 must be maintained in the guaranteed interest option. If you
elect the fixed-dollar option, you do not have to maintain a minimum amount.

If you choose to have a fixed dollar amount taken from the variable investment
options and/or the guaranteed interest option, you may elect to have the amount
of the withdrawal subtracted from your account value in one of three ways:

(1)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (without exhausting your values in
   those options). Once the requested amount is greater than your account
   value, the systematic withdrawal program will terminate.

(2)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (until your account value is
   exhausted). Once the requested amount leaves you with an account value of
   less than $500, we will treat it as a request to surrender your contract.

(3)You may specify a dollar amount from one variable investment option or the
   guaranteed interest option. If you choose this option and the value in the
   investment option drops below the requested withdrawal amount, the requested
   withdrawal amount will be taken on a pro rata basis from all remaining
   investment options in which you have value. Once the requested amount leaves
   you with an account value of less than $500, we will treat it as a request
   to surrender your contract.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You can cancel the systematic withdrawal option at any time.

Amounts withdrawn in excess of the 15% free withdrawal amount may be subject to
a withdrawal charge.

LIFETIME MINIMUM DISTRIBUTION WITHDRAWALS
(TRADITIONAL IRA CONTRACTS -- SEE "TAX INFORMATION" LATER IN THIS PROSPECTUS)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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 your withdrawal exceeds the free withdrawal
amount. You may choose instead an annuity payout option. Before electing an
account-based withdrawal option, please refer to "Required minimum
distributions" under "Individual retirement arrangements ("IRAs")" in "Tax
information" later in this prospectus. Also, the actuarial present value of
additional contract benefits must be added to the account value in calculating
required minimum distribution withdrawals, which could increase the amount
required to be withdrawn. For this purpose additional annuity contract benefits
may include enhanced death benefits.

You may elect our RMD automatic withdrawal option in the year in which you
reach age 70 1/2 or in any later year. To elect this option, you must have
account value in the variable investment options and the guaranteed interest
option of at least $2,000. The minimum amount we will pay out is $300, or if
less, your account value. If your account value is less than $500 after the
withdrawal, we may terminate your contract and pay you its cash value.
Currently, minimum distribution withdrawal payments will be made annually.

                                      35

                             ACCESSING YOUR MONEY







Currently, we do not impose a withdrawal charge on minimum distribution
withdrawals if you are enrolled in our RMD automatic withdrawal option. The
minimum distribution withdrawal will be taken into account in determining if
any subsequent withdrawal taken in the same contract year exceeds the 15% free
withdrawal amount.

--------------------------------------------------------------------------------
WE WILL SEND TO TRADITIONAL IRA OWNERS A FORM OUTLINING THE MINIMUM
DISTRIBUTION OPTIONS AVAILABLE IN THE YEAR YOU REACH AGE 70 1/2 (IF YOU HAVE
NOT BEGUN YOUR ANNUITY PAYMENTS BEFORE THAT TIME).
--------------------------------------------------------------------------------

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your values 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, the additional
withdrawal amount will be taken from the fixed maturity options on a pro rata
basis. A market value adjustment will apply if withdrawals are taken from the
fixed maturity options.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from a traditional
IRA contract, you may use our automatic deposit service.

Under this service we will automatically deposit the Required Minimum
Distribution payment from your traditional IRA contract directly into an
existing EQUI-VEST(R) NQ or Roth IRA or an existing EQUI-VEST(R) Express/SM/ NQ
or Roth IRA contract according to your allocation instructions. Please note
that you must have compensation or earned income for the year of the
contribution to make regular contributions to Roth IRAs. See "Tax information"
later in this prospectus.

DEPOSIT OPTION FOR NQ CONTRACTS ONLY

If available, you may elect the deposit option for your benefit while you are
alive, or for the benefit of your beneficiary.

If this option is available, proceeds from your NQ contract can be deposited
with us for a period you select, but no longer than five years. We will hold
the amounts in our general account. We will credit interest on the amounts at a
guaranteed rate for the specified period using our then current rate for this
option. We will pay out the interest on the amount deposited at least once each
year.

If you elect this option for your benefit, you deposit the amount with us that
you would otherwise apply to an annuity payout option. If you elect this option
for your beneficiary before the annuitant's death, death benefit proceeds may
be left on deposit with us subject to certain restrictions, instead of being
paid out to the beneficiary.

Other restrictions apply to the deposit option. We may remove this payout
option at any time. Your financial professional can provide more information
about this option and whether it is available, or you may call our processing
office.

SURRENDER OF 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. 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 that date.

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. We
will usually pay the cash value within seven calendar days, but we may delay
payment as described in "When to expect payments" below. For the tax
consequences of surrenders, see "Tax information" later in this prospectus.

TERMINATION

We may terminate your contract and pay you the cash value if:

(1)your account value is less than $500 and you have not made contributions to
   your contract for a period of three years; or

(2)you request a partial withdrawal that reduces your account value to an
   amount less than $500; or

(3)you have not made any contributions within 120 days from your contract date.

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 payout option, payment of a death benefit, payment of any
amount you withdraw (less any withdrawal charge) and, upon surrender or
termination, 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 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 values in the guaranteed interest
option and the fixed maturity options (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 15 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 EQUI-VEST(R) provide for conversion to
payout status at or before the contract's "maturity date." This is called
annuitization. When your contract is annuitized, your EQUI-VEST(R) contract and
all its benefits terminate and will be converted to a supplemental payout
annuity contract ("payout option") that provides for periodic payments for life
or for a specified period of time. In general, the

                                      36

                             ACCESSING YOUR MONEY






periodic payment amount is determined by the account value or cash value of
your EQUI-VEST(R) contract at the time of annuitization and the annuity
purchase factor to which that value is applied, as described below. 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 EQUI-VEST(R) 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 may
offer other payout options not outlined here. Your financial professional can
provide details.

EQUI-VEST(R) offers you several choices of annuity payout options. Some enable
you to receive fixed annuity payments, and others enable you to receive
variable annuity payments.

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 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.

ANNUITY PAYOUT OPTIONS


                                      
---------------------------------------------------------------------------------
Fixed annuity payout options             .   Life annuity
                                         .   Life annuity with period certain
                                         .   Life annuity with refund certain
                                         .   Period certain annuity
---------------------------------------------------------------------------------
Variable Immediate Annuity pay-out       .   Life annuity (not available in New
  options (as described in a separate        York)
  prospectus for this option)            .   Life annuity with period 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 or the joint life
    expectancy of the annuitant and the joint annuitant. 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 or the annuitant's life expectancy.

..   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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. This guarantee period may
    not exceed the annuitant's life expectancy. 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. 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.

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments that 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.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of EQ Advisors Trust and
AXA Premier VIP Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable income annuity
payout option. The amount of each variable income annuity payment will
fluctuate, depending upon the performance of the variable investment options,
and whether the actual rate of investment return is higher or lower than an
assumed base rate.

PARTIAL ANNUITIZATION

Partial annuitization of nonqualified deferred annuity contracts is permitted
under certain circumstances. You may choose from the annuity payout options
described here, but if you choose a period certain annuity payout, the certain
period must be for 10 years or more. We require you to elect partial
annuitization on the form we specify. For purposes of this contract we will
effect any partial annuitization as a withdrawal applied to a payout annuity.
See "Withdrawing your account value" above. See also the discussion of "Partial
annuitization" in "Taxation of nonqualified annuities" under "Tax 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

                                      37

                             ACCESSING YOUR MONEY






require you to return your contract before annuity payments begin. Unless you
choose a different payout option, we will pay annuity payments under a life
annuity with a period certain of 10 years. You choose whether these payments
will be fixed or variable. The contract owner and annuitant must meet the issue
age and payment requirements.

You can choose the date annuity payments are to begin, but generally it may not
be earlier than thirteen months from the EQUI-VEST(R) contract date. You can
change the date your annuity payments are to begin any time before that date as
long as you do not choose a date later than the 28th day of any month or later
than your contract's maturity date. Your contract's maturity date is the date
by which you must either take a lump sum withdrawal or select an annuity payout
option.

The maturity date is generally the contract date anniversary that follows the
annuitant's 95th birthday and for contracts issued in New York is:

(i)The contract date anniversary that follows the annuitant's 90th birthday if
   the annuitant was not older than age 80 when the contract was issued; and

(ii)The contract date anniversary that is 10 years after the date the contract
    was issued if the annuitant was ages 81 through 85 when the contract was
    issued.

We will send you a notice with your contract statement one year prior to your
maturity date. Once you have selected an annuity payout option and payments
have begun, no change can be made other than transfers among the variable
investment options if a variable immediate annuity is selected. If you do not
respond to the notice within the 30 days following your maturity date, your
contract will be annuitized automatically.

We currently offer different payment frequencies on certain annuity payout
options. In general, the total annual payout will be lower for more frequent
payouts (such as monthly) because of the increased administrative expenses
associated with more frequent payouts. Also, in general, the longer the period
over which we expect to make payments, the lower will be your payment each year.

The amount of the annuity payments will depend on:

(1)the amount applied to purchase the annuity;

(2)the type of annuity chosen, and whether it is fixed or variable;

(3)in the case of a life annuity, the annuitant's age (or the annuitant's and
   joint annuitant's ages); and

(4)in certain instances, the sex of the annuitant(s).

The amount applied to provide the annuity payments will be (1) the account
value for any life annuity form, or (2) the cash value for any annuity certain
(an annuity form that does not guarantee payments for a person's lifetime)
except that if the period certain is more than five years, the amount applied
will be no less than 95% of the account value.

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.

Please see Appendix V later in this prospectus for state variations.

EQUI-VEST(R) AT RETIREMENT/SM/ AND AT RETIREMENT/SM/

If you have a traditional IRA, Roth IRA, QP IRA, or NQ contract, you may be
eligible to convert your EQUI-VEST(R) contract to a new EQUI-VEST(R) At
Retirement/SM/ contract (or a new At Retirement/SM/ contract, in New York).
EQUI-VEST(R) At Retirement/SM/ is a deferred variable annuity
contract that offers living benefits (Guaranteed withdrawal benefit for
life or Guaranteed minimum income benefit) and enhanced death benefits. At
Retirement/SM/ is a deferred variable annuity contract that offers a Guaranteed
withdrawal benefit for life. Neither the EQUI-VEST(R) At Retirement/SM/
contract nor the At Retirement/SM/ contract has any withdrawal charges.

At the time of conversion, you must meet the following conditions in order to
qualify for this conversion offer. You must be between the ages of 55 and 85,
your contract must have an account value of at least $50,000, you must purchase
at least one of the living or enhanced death benefits, there can be no
withdrawal charges applicable under your existing EQUI-VEST(R) contract, and no
rollover/direct transfer contributions can have been made to the existing
contract in the two contract years prior to the date you apply for the new
contract. The written application for the new EQUI-VEST(R) At Retirement/SM/ or
At Retirement/SM/ contract must be received by our Processing Office no later
than the close of business on December 31, 2016 or such later date as we state
in writing to you. The EQUI-VEST(R) At Retirement/SM/ or At Retirement/SM/
contract and its benefits, including the charges for such benefits are
described in a separate prospectus.

                                      38

                             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

..   A charge for other expenses

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 the last day of the contract year -- an annual administrative charge, if
    applicable

..   Charge for third-party transfer or exchange

..   Charges for certain optional special services

..   At the time you make certain withdrawals or surrender your contract, or
    your contract is terminated -- a withdrawal charge, if applicable

..   A ratcheted death benefit charge, if you elect the benefit

..   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. A variable immediate 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" below.

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.

CHARGES UNDER THE CONTRACTS

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. The daily charge is currently equivalent to an annual rate of 0.95%
(1.65% maximum) of the net assets in each variable investment option.

The mortality risk we assume is 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 benefits 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. We may change
the actuarial basis for our guaranteed annuity payment tables, but only for new
contributions and only at five year intervals from the contract date. Lastly,
we assume a mortality risk to the extent that at the time of death, the
guaranteed death benefit exceeds the cash value of the contract. The expense
risk we assume is that our expenses in providing the benefits and administering
the contracts will be greater than we expect.

To the extent that the mortality and expense risk charges are not needed to
cover the actual expenses incurred, they may be considered an indirect
reimbursement for certain sales and promotional expenses relating to the
contracts.

CHARGE FOR OTHER EXPENSES

We deduct this daily charge from the net assets in each variable investment
option. This charge, together with the annual administrative charge described
below, is for providing administrative and financial accounting services under
the contracts. The daily charge is currently equivalent to an annual rate of
0.25% (0.35% maximum) of net assets in each variable investment option.

TOTAL MAXIMUM SEPARATE ACCOUNT A CHARGES

The current total annual rate for Separate Account A charges is 1.20%. We may
increase or decrease this total annual rate, but we may not increase it above a
maximum rate of 2.00%. Any increase will apply only after the date of the
change. Any changes we make will reflect differences in costs and anticipated
expenses, and will not be unfair or discriminatory.

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on the last business
day of each contract year. We will deduct a pro rata portion of the charge if
you surrender your contract, elect an annuity payout option, or the annuitant
dies during the contract year. We deduct the charge if your account value on
the last business day of the contract year, is less than $25,000 under NQ
contracts and $20,000 under IRA contracts. If your account value on such date
is $25,000 or more for NQ ($20,000 or more for IRA) contracts, we do not deduct
the charge. During the first two contract years, the charge is equal to $30 or,
if less, 2% of your current account value plus any amount previously withdrawn
during the contract year. The charge is currently $30 for contract years three
or later. We may increase this charge if our administrative costs rise, but the
charge will never exceed $65 annually. We reserve the right to deduct this
charge on a quarterly, rather than annual, basis.

The charge is deducted pro rata from the variable investment options and the
guaranteed interest option. If those amounts are insufficient, we will make up
the required amounts from the fixed maturity options to the extent you have
value in those options. Charges deducted from the fixed maturity options are
considered withdrawals and, as such, will result in a market value adjustment.

We currently waive the annual administrative charge that would otherwise be
deducted in the next contract year under any individually owned EQUI-VEST(R)
contract/certificate having an account value that, when combined with the
account value of other EQUI-VEST(R)

                                      39

                             CHARGES AND EXPENSES






contracts/certificates owned by the same person, exceeds $100,000 in the
aggregate (as determined in January of each year). This does not apply to
EQUI-VEST(R) contracts/certificates owned by different members of the same
household. We may change or discontinue this practice at any time without prior
notice.

CHARGE FOR THIRD-PARTY TRANSFER OR EXCHANGE

We impose a charge for making a direct transfer of amounts from your contract
to a third party, such as in the case of a trustee-to-trustee transfer for an
IRA contract, or if you request that your contract be exchanged for a contract
issued by another insurance company. In either case, we will deduct from your
account value any withdrawal charge that applies and a charge of $65 for each
direct transfer or exchange. This charge will never exceed 2% of the amount
disbursed or transferred. We will deduct this charge and any withdrawal charge
that applies from your account value.

WITHDRAWAL CHARGE

A withdrawal charge may apply in three circumstances: (1) you make one or more
withdrawals during a contract year; (2) you surrender your contract to receive
its cash value; or (3) we terminate your contract. The amount of the charge
will depend on whether the free withdrawal amount applies, and the availability
of one or more exceptions.

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 withdrawal charges is also
subject to a withdrawal charge. We deduct the withdrawal amount and the
withdrawal charge pro rata from the variable investment options and the
guaranteed interest option. If those amounts are insufficient, we will make up
the required amounts from the fixed maturity options. If we deduct all or a
portion of the withdrawal charge from the fixed maturity options, a market
value adjustment will apply. See "About our fixed maturity options" in "More
information" later in this prospectus.

The amount of the withdrawal charge we deduct is equal to 6% of any
contribution withdrawn attributable to contributions made during the current
and five prior contract years measured from the date of the withdrawal.

In the case of surrenders, we will pay you the greater of the following up to a
maximum of the account value:

..   the account value after any withdrawal charge has been imposed (cash
    value), or

..   the 15% free withdrawal amount plus the contributions made before the
    current and five prior contract years that have not been previously
    withdrawn plus 94% of (a) the remaining account value, minus (b) any
    administrative fees.

For purposes of calculating the withdrawal charge, amounts withdrawn up to the
free withdrawal amount are not considered a 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, the federal income tax rules treat
earnings under most NQ contracts as withdrawn first. See "Tax information"
later in this prospectus.

We may reduce the withdrawal charge in order to comply with any state law
requirement. See "Contracts issued in New York -- fixed maturity options" below.

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

15% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 15% of
your account value without paying a withdrawal charge. The 15% free withdrawal
amount is determined using your account value at the time you request a
withdrawal, minus any other withdrawals made during the contract year.

DEATH OR PURCHASE OF ANNUITY. The withdrawal charge does not apply if:

..   the annuitant dies and a death benefit is payable to the beneficiary.

..   we receive a properly completed election form providing for the entire
    account value to be used to buy a life contingent annuity or a non-life
    annuity with a period certain for a term of at least ten years.

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, U.S.
     Virgin Islands, or Guam) 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, with respect to a contribution if the
condition as described in (i), (ii) or (iii) above existed at the time the
contribution was remitted, or if the condition began within the 12 month 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.

                                      40

                             CHARGES AND EXPENSES







For traditional IRA and Roth IRA contracts, the withdrawal charge also does not
apply:

..   after six contract years and the annuitant is at least age 59 1/2; or

..   if you request a refund of a contribution in excess of amounts allowed to
    be contributed under the federal income tax rules within one month of the
    date on which you made the contribution.

CONTRACTS ISSUED IN NEW YORK -- FIXED MATURITY OPTIONS

For contracts issued in New York, the withdrawal charge that applies to
withdrawals taken from amounts in the fixed maturity options will never exceed
6% and will be determined by applying the New York Declining Scale ("declining
scale"). If you withdraw amounts that have been transferred from one fixed
maturity option to another, we use the New York Alternative Scale ("alternative
scale") if it produces a higher charge than the declining scale.



------------------------------------------------------------
 DECLINING SCALE               ALTERNATIVE SCALE
------------------------------------------------------------
YEAR OF INVESTMENT IN FIXED  YEAR OF TRANSFER WITHIN FIXED
MATURITY OPTION/(1)/          MATURITY OPTION/(1)/
------------------------------------------------------------
                                             
Within year 1       6%          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%
------------------------------------------------------------
After year 6        0%       Not to exceed 1%
                             times the 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.

In the following example we compare the withdrawal charge that would apply to a
withdrawal from a NQ or traditional IRA contract that has an account value of
$10,000; $8,000 from a contribution made three years ago and $2,000 from
positive investment performance.

..   If you were to withdraw the total amount of the contribution within the
    first six years after it was made, the withdrawal charge that generally
    applies would be $480 (6% of $8,000). However, if when you made your
    contribution you allocated it to a fixed maturity option, the withdrawal
    charge would be lower. According to the declining scale method described
    above, the withdrawal charge would be limited to 5% of the $8,000, or $400
    in the third year.

..   The withdrawal charge may be different if when you made your contribution
    three years ago, you allocated it to a fixed maturity option and then in
    the third year, you transfer the amounts that apply to such contribution to
    a new fixed maturity option. In this example we assume that there is one
    year remaining in the new fixed maturity option. Because you made a
    transfer among the fixed maturity options, the alternative scale may now
    apply. Based on this alternative scale, a contribution that is transferred
    will be subject to a 5% withdrawal charge if you withdraw that contribution
    in the same year that you make the transfer. However, the withdrawal charge
    may not exceed 1% for each year remaining in the new fixed maturity option.
    Since, in this example, the time remaining in the new fixed maturity option
    is one year, the withdrawal charge under the alternative scale would be
    limited to 1%. Because New York regulations permit us to use the greater of
    the declining scale or the alternative scale, the withdrawal charge would
    be 5%, or $400, based on the declining scale.

..   The withdrawal charge may not exceed the charge that would normally apply
    under the contract. Use of a New York scale can only result in a lower
    charge. If your contribution has been in the contract for more than six
    years and therefore would not have a withdrawal charge associated with it,
    no withdrawal charge would apply.

..   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.

..   As of any date on which 50% or more of your account value is held in fixed
    maturity options, the free withdrawal amount is zero.

For contracts issued in New York, 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 scheduled to mature next. 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
those that 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.

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%.

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.

                                      41

                             CHARGES AND EXPENSES







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.

OPTIONAL RATCHETED DEATH BENEFIT CHARGE

If you elect the optional ratcheted death benefit, we deduct a charge annually
from your account value on each contract date anniversary. The charge is equal
to 0.15% of your account value on the contract date anniversary.

The charge is deducted pro rata from the variable investment options and the
guaranteed interest option. If those amounts are insufficient, we will make up
the required amounts from the fixed maturity options to the extent you have
value in those options. Charges deducted from the fixed maturity options are
considered withdrawals and, as such, will result in a market value adjustment.
See "About our fixed maturity options" in "More information" later in this
prospectus.

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 auditors' 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 or the mortality and expense risks charge, or change the minimum
contribution requirements. We also may change the minimum death benefit or
offer variable investment options that invest in shares of a Trust that are not
subject to the 12b-1 fee. 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
traditional IRA and Roth 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.

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, 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 will be
unfairly discriminatory.

                                      42

                             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 while the contract is in force and the owner and
annuitant are alive. 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 at 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.

We determine the amount of the death benefit 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. We
describe the death benefit in "Contract features and benefits" earlier in this
prospectus.

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, if you
are both the owner and the annuitant and your spouse is the sole primary
beneficiary or the joint owner, the contract can be continued as discussed
below under "Successor owner and annuitant." Only a spouse who is the sole
primary beneficiary can be a successor owner/annuitant. 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. A beneficiary
may be able to have limited ownership as discussed under "Beneficiary
continuation option" below.

SUCCESSOR OWNER AND ANNUITANT. For all contracts, your spouse can elect upon
your death to continue the contract as the owner/annuitant and no death benefit
is payable until the surviving spouse's death.

If your surviving spouse decides to continue the contract, then as of the date
we receive satisfactory proof of death, any required instructions, information
and forms necessary to effect the successor owner and annuitant feature, we
will increase the account value to equal your ratcheted (or minimum) death
benefit, if such death benefit is greater than such account value. 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,
withdrawal charges will no longer apply to contributions made before your
death. Withdrawal charges will apply if additional contributions are made.
These additional contributions will be withdrawn only after all other amounts
have been withdrawn. The minimum death benefit will continue to apply. In
determining whether the ratcheted death benefit, if elected, will continue to
grow, and to determine if contributions are permitted we will use your
surviving spouse's age as of the date the successor owner and annuitant feature
is effected.

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 federal tax law 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, we will automatically make the
beneficiary you name to receive the death benefit upon the annuitant's death
your successor owner. If you do not want this beneficiary also to be the
successor owner, you should name a specific successor owner. You may name a
successor owner at any time while the contract is in force and the owner and
annuitant are alive by sending satisfactory notice to our processing office. If
the contract is jointly owned and the first owner to die is not the 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.

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 (or in a joint ownership
    situation, the death of the first owner to die).

..   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 new
    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).

If the surviving spouse is the successor 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 under "Beneficiary continuation
option" below. The account value must be distributed no later than 5 years
after the spouse's death.

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. 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.

If the beneficiary is a natural person (i.e., not an entity such as a
corporation or a trust) and so elects, death benefit proceeds can be paid

                                      43

                           PAYMENT OF DEATH BENEFIT






through the "AXA Equitable Access Account," which is a draft account that works
in certain respects like an interest-bearing checking account. In that case, we
will send the beneficiary a draftbook, and the beneficiary will have immediate
access to the proceeds by writing a draft for all or part of the amount of the
death benefit proceeds. AXA Equitable will retain the funds until a draft is
presented for payment. Interest on the AXA Equitable Access Account is earned
from the date we establish the account until the account is closed by your
beneficiary or by us if the account balance falls below the minimum balance
requirement, which is currently $1,000. The AXA Equitable Access Account is
part of AXA Equitable's general account and is subject to the claims of our
creditors. We will receive any investment earnings during the period such
amounts remain in the general account. The AXA Equitable Access Account is not
a bank account or a checking account and it is not insured by the FDIC. Funds
held by insurance companies in the general account are guaranteed by the
respective state guaranty association.

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.

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY.

The beneficiary must elect this feature 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. The increase in account value will
be allocated to the investment options according to the allocation percentages
we have on file for your contract.

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 is later. For traditional
IRA contracts only, if you die before your Required Beginning Date for required
minimum distributions as discussed in "Tax information" later in this
prospectus, the beneficiary may choose the "5-year rule" 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.

..   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.

..   The minimum death benefit or the ratcheted death benefit, if applicable
    under the contract, will no longer be in effect and the charge for the
    ratcheted death benefit will stop.

..   The beneficiary may choose at any time to withdraw all or a portion of the
    account value and no withdrawal charges 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 the inherited annuity, may only be elected when the NQ contract owner dies
before the date annuity payments are to begin, 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 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.

                                      44

                           PAYMENT OF DEATH BENEFIT







Under the beneficiary continuation option for NQ contracts (regardless of
whether the owner and 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.

..   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.

..   The minimum death benefit or the ratcheted death benefit, if applicable
    under your contract, will no longer be in effect and the charge for the
    ratcheted death benefit will stop.

..   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 withdrawal 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 that 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 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 account value to equal
    the applicable death benefit if such death benefit is greater than such
    account value. The increase in account value will be allocated to the
    investment options according to the allocation percentages we have on file
    for your contract.

..   No withdrawal charges 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 account value will not be reset to the death benefit amount.

..   The withdrawal charge schedule and free corridor amount on the contract
    will continue to be applied to any withdrawal or surrender other than
    scheduled payments.

..   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 exceeds the free corridor amount. See
    "Withdrawal charge" 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" above.

..   If the deceased joint owner was not the annuitant, see "If the owner and
    annuitant are not the same person" above.

                                      45

                           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 EQUI-VEST(R) contracts owned by United States
individual taxpayers. The tax rules can differ, depending on the type of
contract, whether NQ, traditional IRA or Roth IRA. 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. 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.

FATCA


Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.


SPOUSAL STATUS


The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


BUYING A CONTRACT TO 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. 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 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, such as the choice of death benefits, selection of
variable investment options, provision of a guaranteed interest option and
choices of payout options, as well as the features and benefits of other
permissible funding vehicles and the relative costs of annuities and other such
arrangements. You should be aware that cost may vary depending on the features
and benefits made available and the charges and expenses of the portfolios you
elect.


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 individual
retirement annuity contracts. For this purpose, additional annuity contract
benefits may include enhanced death benefits. You should consider the potential
implication of these Regulations before you make additional contributions to
this annuity contract.

TRANSFERS AMONG INVESTMENT OPTIONS

You can make transfers among investment options inside the contract without
triggering taxable income.

                                      46

                                TAX INFORMATION







TAXATION OF NONQUALIFIED ANNUITIES

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this Prospectus.

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 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.

All nonqualified deferred annuity contracts that AXA Equitable and its
affiliates issue to you during the same calendar year are linked together and
treated as one contract for calculating the taxable amount of any distribution
from any of those contracts.

ANNUITY PAYMENTS

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 "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.

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.

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.

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.

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.

..   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.


If you are purchasing your contract through a Section 1035 exchange, you should
be aware that AXA Equitable cannot guarantee that the exchange from the source
contract to the contract you are applying for will be treated as a Section 1035
exchange; the insurance company issuing the source contract controls the tax
information reporting of the transaction as a Section 1035 exchange. Because
information reports are not provided and filed until the calendar year after
the exchange transaction, the insurance company issuing the source contract
shows its agreement that the transaction is a 1035 exchange by providing to us
the cost basis of the exchanged source contract when it transfers the money to
us on your behalf.


Even if the contract owner and the insurance companies agree that a full or
partial 1035 exchange is intended, the IRS has the ultimate

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                                TAX INFORMATION






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. The destination contract must meet specific post-death payout
requirements to prevent avoidance of the death of owner rules. See ''Payment of
death benefit".

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 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 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 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.

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 in any year may have
to pay an additional surtax of 3.8%. (This tax has been informally referred to
as the "Net Investment Income Tax" or "NIIT"). 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 A. If you were
treated as the owner, you would be taxed 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 A. 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 A, there are some issues that
remain unclear. For example, the IRS has not issued any guidance as to whether
having a large 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 A.

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 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, including SEP-IRAs
    and SIMPLE IRAs issued and funded in connection with employer-sponsored
    retirement plans.

..   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 Publications 590-A ("Contributions to Individual Retirement
Arrangements (IRAs)") and 590-B ("Distributions from Individual Retirement
Arrangements (IRAs)") These publications are usually updated annually, and can
be obtained by contacting the IRS or from the IRS website (www.irs.gov).


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                                TAX INFORMATION







AXA Equitable designs its IRA contracts to qualify as "individual retirement
annuities" under Section 408(b) of the Internal Revenue Code. We offer the
EQUI-VEST(R) contract in both traditional IRA and Roth IRA versions.

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 contracts.

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 variable
income annuitization option payments (as opposed to payments from a fixed
income annuitization option).

We have received an opinion letter from the IRS approving the respective forms
of the EQUI-VEST(R) traditional and Roth IRA contracts for use as a traditional
IRA and a Roth IRA, respectively. We may no longer rely on the opinion letter
for the Roth IRA. 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 EQUI-VEST(R) traditional and Roth IRA
contracts.

AXA Equitable has received opinion letters from the IRS approving the
respective forms of the EQUI-VEST(R) 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 EQUI-VEST(R) 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 contract is no
longer available to new purchasers, this cancellation provision is no longer
applicable.

You can cancel any version of the EQUI-VEST(R) IRA contract (traditional IRA or
Roth IRA) by following the directions under "Your right to cancel within a
certain number of days" under "Contract features and benefits" earlier in this
prospectus. You can cancel an EQUI-VEST(R) Roth IRA contract issued as a result
of a full or partial conversion of any EQUI-VEST(R) traditional IRA contract by
following the instructions in the "EQUI-VEST(R) Roth IRA Re-Characterization
Form." The form is available from our processing office or your financial
professional. 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)

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this prospectus.

CONTRIBUTIONS TO TRADITIONAL IRAS. Generally, individuals may make three
different types of contributions to purchase a traditional IRA or as additional
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.

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 2015, 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 taxable year in which you reach
age 70 1/2 or any taxable 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 for
the taxable year.

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 nonworking
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 being 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.

IF YOU ARE NOT COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, you
can make fully deductible contributions to your traditional IRAs for the
taxable year up to the maximum amount discussed above under "Limits on
contributions." That is, your fully deductible contribution can be up to
$5,500, or if less, your earned income. The dollar limit is $6,500 for people
eligible to make age 50-70 1/2 catch-up contributions.

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                                TAX INFORMATION







IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
adjusted gross income (AGI) IS BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT
RANGE, you can make FULLY DEDUCTIBLE contributions to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI FALLS WITHIN A PHASE-OUT RANGE, you can make PARTIALLY DEDUCTIBLE
contributions to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI falls ABOVE THE HIGHER FIGURE IN THE PHASE-OUT RANGE, you MAY NOT DEDUCT
any of your regular contributions to your traditional IRAs.

Cost-of-living adjustments apply to the income limits on deductible
contributions.


If you are single and covered by a retirement plan during any part of the
taxable year, the deduction for traditional IRA contributions phases out with
AGI between $50,000 and $60,000 (for 2015, AGI between $61,000 and $71,000
after adjustment.)

If you are married and file a joint return, and you are covered by a retirement
plan during any part of the taxable year, the deduction for traditional IRA
contributions phases out with AGI between $80,000 and $100,000 (for 2015, AGI
between $98,000 and $118,000 after adjustment).

Married individuals filing separately and living apart at all times are not
considered married for purposes of this deductible contribution calculation.
Generally, the active participation in an employer-sponsored retirement plan of
an individual is determined independently for each spouse. Where spouses have
"married filing jointly" status, however, the maximum deductible traditional
IRA contribution for an individual who is not an active participant (but whose
spouse is an active participant) is phased out for taxpayers with AGI of
between $150,000 and $160,000 (for 2015, AGI between $183,000 and $193,000
after adjustment.)

To determine the deductible amount of the contribution for 2015, for example,
you determine AGI and subtract $61,000 if you are single, or $98,000 if you are
married and file a joint return with your spouse. The resulting amount is your
excess AGI. You then determine the limit on the deduction for traditional IRA
contributions using the following formula:



                                       
($10,000-excess AGI)  times  the maximum   Equals  the adjusted
 divided by $10,000     x      regular       =      deductible
                             contribution          contribution
                             for the year             limit


ADDITIONAL "SAVER'S CREDIT" FOR CONTRIBUTIONS TO A TRADITIONAL IRA OR ROTH IRA


Certain lower income individuals may be eligible for a nonrefundable income tax
credit for contributions made to a traditional IRA or Roth IRA. Please see the
current version of IRS Publication 590-A for details.

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 nonworking spouse's traditional IRA) may not, however, exceed the maximum
$5,000 per person limit for the applicable taxable year ($5,500 for 2015 after
adjustment). The dollar limit is $1,000 higher for people eligible to make age
50-701/2 catch-up contributions ($6,500 for 2015). See "Excess contributions"
below. 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" below.


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, also referred to as "governmental
    employer EDC 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 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.

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                                TAX INFORMATION







..   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 distribution is:

..   "a required minimum distribution" after age 70 1/2 or retirement; or

..   one of a series of 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

..   one of a series of substantially equal periodic payments made for a
    specified period of 10 years or more; or

..   a hardship withdrawal; or

..   a corrective distribution which fits specified technical tax rules; or

..   a loan that is treated as a distribution; or

..   a death benefit payment to a beneficiary who is not your surviving spouse;
    or

..   a qualified domestic relations order distribution to a beneficiary who is
    not your current 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 from an eligible retirement plan to a traditional IRA are not subject
to the "one-per-year limit" noted later in this section.


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


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. We call this the "one-per-year limit." It is the IRA
owner's responsibility to determine if this rule is met. 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 ROLLOVER AND DIVORCE-RELATED DIRECT TRANSFERS

The surviving spousal 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

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 Publications 590-A and 590-B 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.

Except as discussed below, the total amount of any distribution from a
traditional IRA must be included in your gross income as ordinary income. We
report all payments from traditional IRA contracts on IRS Form 1099-R.

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

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                                TAX INFORMATION






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 Publications 590-A and 590-B; 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" above.)

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.

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY


Specified distributions from IRAs directly transferred to charitable
organizations have been tax-free to IRA owners age 701/2 or older in past
years. This is a temporary provision and must be extended by Congress to be in
effect for a particular year. In past years Congress has sometimes extended
this provision retroactively. You can direct AXA Equitable to make a
distribution directly to a charitable organization you request whether or not
such distribution might be eligible for favorable tax treatment. If favorable
tax treatment is important to you, you should check with your own tax advisor
to see if this provision is in effect before you request a charitable direct
transfer from your IRA.


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
enhanced death benefits. This could increase the amount required to be
distributed from these contracts.

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 1 - April 1). 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 minimum distribution withdrawal option. If you do not elect one of these

                                      52

                                TAX INFORMATION






options, 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, if you are taking account-based withdrawals from all of your traditional
IRAs, 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.

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.

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 above 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 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

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

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

..   used to pay certain extraordinary medical expenses (special federal income
    tax definition); or

                                      53

                                TAX INFORMATION







..   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 expectancy) using an IRS-approved
    distribution method.

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.

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 IRAs."

The EQUI-VEST(R) Roth IRA contracts are designed to qualify as Roth individual
retirement annuities under Sections 408A(b) and 408(b) of the Internal Revenue
Code.

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this prospectus.

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").

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 2015, 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 above 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. But, you cannot make contributions,
regardless of your age, for any year that your modified adjusted gross income
exceeds the following amounts (indexed for cost of living adjustment):


..   your federal income tax filing status is "married filing jointly" and your
    modified adjusted gross income is over $160,000 (for 2015, $193,000 after
    adjustment); or,

..   your federal income tax filing status is "single" and your modified
    adjusted gross income is over $110,000 (for 2015, $131,000 after
    adjustment).


However, you can make regular Roth IRA contributions in reduced amounts when:


..   your federal income tax filing status is "married filing jointly" and your
    modified adjusted gross income is between $150,000 and $160,000 (for 2015,
    between $183,000 and $193,000 after adjustment); or

..   your federal income tax filing status is "single" and your modified
    adjusted gross income is between $95,000 and $110,000 (for 2015, between
    $116,000 and $131,000 after adjustment).


If you are married and filing separately and your modified adjusted gross
income is between $0 and $10,000 the amount of regular contribution you are
permitted to make is phased out. If your modified adjusted gross income is more
than $10,000 you cannot make a regular Roth IRA contribution.

WHEN CAN YOU MAKE CONTRIBUTIONS? Same as traditional IRAs.

DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

ROLLOVERS AND DIRECT TRANSFERS

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

                                      54

                                TAX INFORMATION






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, a 403(b)
    plan, or a governmental employer EDC 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. We call this
the "one-per-year limit." It is the Roth IRA owner's responsibility to
determine if this rule is met. 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 spousal 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.


Conversion rollover contributions to Roth IRAs are not subject to the
"one-per-year limit" noted earlier in this section.


You also cannot make conversion contributions to a Roth IRA for any taxable
year in which your federal income tax filing status is "married filing
separately."

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.

                                      55

                                TAX INFORMATION







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 and termination
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 the 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

..   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 amounts distributed, distributions and contributions
are aggregated or grouped and 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

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.

                                      56

                                TAX INFORMATION







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

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.

ILLUSTRATION OF GUARANTEED INTEREST RATES

In the following two tables, we provide information that the IRS requires us to
furnish to prospective IRA contract owners. In the tables we illustrate the
1.00% minimum guaranteed interest rate for contributions we assume are
allocated entirely to the guaranteed interest option. (The rate may be higher
in your state.) In Table I we assume a $1,000 contribution made annually on the
contract date and on each anniversary after that. In Table II we assume a
single initial contribution of $1,000, and no additional contributions. The
guaranteed interest rate, which can range from 1.00% to 3.00%, is in the
contract.

The account values shown reflect no withdrawal charges. The cash values shown
reflect the withdrawal charge that applies if you surrender your contract for
its cash value. In all cases we assume no transfers.

These values reflect the effect of the annual administrative charge deducted at
the end of each contract year in which the account value is less than $20,000.

To find the appropriate value for the end of the contract year at any
particular age, you subtract the age (nearest birthday) at issue of the
contract from the current age and find the corresponding year in the table.
Years that correspond to a current age over 70, should be ignored, unless the
contract is a Roth IRA.

You should consider the information shown in the tables in light of your
present age. Also, with respect to Table I, you should consider your ability to
contribute $1,000 annually. Any change in the amounts contributed annually in
Table I, or in the amount of the single contribution in Table II would, of
course, change the results shown.

                                      57

                                TAX INFORMATION






Table I at the guaranteed minimum rate of 1.00% (the rate may be higher in your
state)

                                    TABLE I
                        ACCOUNT VALUES AND CASH VALUES
 (ASSUMING $1,000 CONTRIBUTIONS MADE ANNUALLY AT THE BEGINNING OF THE CONTRACT
                                     YEAR)



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

          1.00% MINIMUM GUARANTEE          1.00% MINIMUM GUARANTEE
          -----------------------          -----------------------

CONTRACT   ACCOUNT      CASH      CONTRACT  ACCOUNT      CASH
YEAR END    VALUE       VALUE     YEAR END   VALUE       VALUE
------------------------------------------------------------------
                                        
  1       $  989.80   $  936.35      26    $29,196.26  $28,836.26
------------------------------------------------------------------
  2       $1,979.70   $1,872.79      27    $30,498.22  $30,138.22
------------------------------------------------------------------
  3       $2,979.49   $2,818.60      28    $31,813.20  $31,453.20
------------------------------------------------------------------
  4       $3,989.29   $3,773.87      29    $33,141.33  $32,781.33
------------------------------------------------------------------
  5       $5,009.18   $4,738.69      30    $34,482.75  $34,122.75
------------------------------------------------------------------
  6       $6,039.27   $5,713.15      31    $35,837.57  $35,477.57
------------------------------------------------------------------
  7       $7,079.67   $6,719.67      32    $37,205.95  $36,845.95
------------------------------------------------------------------
  8       $8,130.46   $7,770.46      33    $38,588.01  $38,228.01
------------------------------------------------------------------
  9       $9,191.77   $8,831.77      34    $39,983.89  $39,623.89
------------------------------------------------------------------
  10      $10,263.69  $9,903.69      35    $41,393.73  $41,033.73
------------------------------------------------------------------
  11      $11,346.32  $10,986.32     36    $42,817.67  $42,457.67
------------------------------------------------------------------
  12      $12,439.79  $12,079.79     37    $44,255.84  $43,895.84
------------------------------------------------------------------
  13      $13,544.18  $13,184.18     38    $45,708.40  $45,348.40
------------------------------------------------------------------
  14      $14,659.63  $14,299.63     39    $47,175.49  $46,815.49
------------------------------------------------------------------
  15      $15,786.22  $15,426.22     40    $48,657.24  $48,297.24
------------------------------------------------------------------
  16      $16,924.08  $16,564.08     41    $50,153.81  $49,793.81
------------------------------------------------------------------
  17      $18,073.33  $17,713.33     42    $51,665.35  $51,305.35
------------------------------------------------------------------
  18      $19,234.06  $18,874.06     43    $53,192.00  $52,832.00
------------------------------------------------------------------
  19      $20,436.40  $20,076.40     44    $54,733.92  $54,373.92
------------------------------------------------------------------
  20      $21,650.76  $21,290.76     45    $56,291.26  $55,931.26
------------------------------------------------------------------
  21      $22,877.27  $22,517.27     46    $57,864.18  $57,504.18
------------------------------------------------------------------
  22      $24,116.04  $23,756.04     47    $59,452.82  $59,092.82
------------------------------------------------------------------
  23      $25,367.20  $25,007.20     48    $61,057.35  $60,697.35
------------------------------------------------------------------
  24      $26,630.88  $26,270.88     49    $62,677.92  $62,317.92
------------------------------------------------------------------
  25      $27,907.18  $27,547.18     50    $64,314.70  $63,954.70
------------------------------------------------------------------


                                      58

                                TAX INFORMATION






Table II at the guaranteed minimum rate of 1.00% (the rate may be higher in
your state)

                                   TABLE II
                        ACCOUNT VALUES AND CASH VALUES
    (ASSUMING A SINGLE CONTRIBUTION OF $1,000 AND NO FURTHER CONTRIBUTION)



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

          1.00% MINIMUM GUARANTEE          1.00% MINIMUM GUARANTEE
          -----------------------          -----------------------

CONTRACT  ACCOUNT      CASH       CONTRACT ACCOUNT      CASH
YEAR END   VALUE       VALUE      YEAR END  VALUE       VALUE
------------------------------------------------------------------
                                        
  1       $989.80     $936.35        26    $434.76     $434.76
------------------------------------------------------------------
  2       $979.70     $926.80        27    $409.11     $409.11
------------------------------------------------------------------
  3       $959.50     $907.69        28    $383.20     $383.20
------------------------------------------------------------------
  4       $939.10     $888.38        29    $357.03     $357.03
------------------------------------------------------------------
  5       $918.49     $868.89        30    $330.60     $330.60
------------------------------------------------------------------
  6       $897.67     $849.20        31    $303.91     $303.91
------------------------------------------------------------------
  7       $876.65     $876.65        32    $276.95     $276.95
------------------------------------------------------------------
  8       $855.42     $855.42        33    $249.72     $249.72
------------------------------------------------------------------
  9       $833.97     $833.97        34    $222.21     $222.21
------------------------------------------------------------------
  10      $812.31     $812.31        35    $194.44     $194.44
------------------------------------------------------------------
  11      $790.43     $790.43        36    $166.38     $166.38
------------------------------------------------------------------
  12      $768.34     $768.34        37    $138.04     $138.04
------------------------------------------------------------------
  13      $746.02     $746.02        38    $109.42     $109.42
------------------------------------------------------------------
  14      $723.48     $723.48        39    $ 80.52     $ 80.52
------------------------------------------------------------------
  15      $700.71     $700.71        40    $ 51.32     $ 51.32
------------------------------------------------------------------
  16      $677.72     $677.72        41    $ 21.84     $ 21.84
------------------------------------------------------------------
  17      $654.50     $654.50        42    $  0.00     $  0.00
------------------------------------------------------------------
  18      $631.04     $631.04        43    $  0.00     $  0.00
------------------------------------------------------------------
  19      $607.35     $607.35        44    $  0.00     $  0.00
------------------------------------------------------------------
  20      $583.43     $583.43        45    $  0.00     $  0.00
------------------------------------------------------------------
  21      $559.26     $559.26        46    $  0.00     $  0.00
------------------------------------------------------------------
  22      $534.85     $534.85        47    $  0.00     $  0.00
------------------------------------------------------------------
  23      $510.20     $510.20        48    $  0.00     $  0.00
------------------------------------------------------------------
  24      $485.31     $485.31        49    $  0.00     $  0.00
------------------------------------------------------------------
  25      $460.16     $460.16        50    $  0.00     $  0.00
------------------------------------------------------------------


                                      59

                                TAX INFORMATION






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 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 includable 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 United States citizens residing outside of
the United States, foreign recipients, and certain U.S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status and number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

For a non-periodic distribution (total surrender, termination, or partial
withdrawal), we generally withhold at a flat 10% rate. We apply that rate to
the taxable amount in the case of nonqualified contracts, and to 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.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.

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                                TAX INFORMATION





8. More information

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

ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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 A 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
A that represent our investments in Separate Account A or that represent fees
and charges under the contracts that we have earned. Also, we may, at our sole
discretion, invest Separate Account A's assets in any investment permitted by
applicable law. The results of Separate Account A'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
A. However, the obligations themselves are obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A that is
available under the contract 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 A, or to add other separate accounts;

(2)to combine any two or more variable investment options;

(3)to limit the number of variable investment options which you may elect;

(4)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 operate Separate Account A 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 A or a
   variable investment option directly);

(6)to deregister Separate Account A under the Investment Company Act of 1940;

(7)to restrict or eliminate any voting rights as to Separate Account A; and

(8)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 A, 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 Board of Trustees of each Trust serves for the benefit of each Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for each Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan 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.

The rates to maturity are determined weekly. The rates in the table below are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained through TOPS or Online
Account Access or from your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2015            3.00%/(1)/      $99.05
-------------------------------------------------------
      2016            3.00%/(1)/      $96.16
-------------------------------------------------------
      2017            3.00%/(1)/      $93.36
-------------------------------------------------------
      2018            3.00%/(1)/      $90.64
-------------------------------------------------------



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-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2019            3.00%/(1)/      $88.00
-------------------------------------------------------
      2020            3.00%/(1)/      $85.43
-------------------------------------------------------
      2021            3.00%/(1)/      $82.94
-------------------------------------------------------
      2022            3.00%/(1)/      $80.52
-------------------------------------------------------
      2023            3.00%/(1)/      $78.18
-------------------------------------------------------
      2024              3.05%         $75.55
-------------------------------------------------------




(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 (up or
down) 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.

   (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 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.
--------------------------------------------------------------------------------

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) 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 in accordance with our procedures then in effect. We reserve the
right to add up to 0.50% 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 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 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

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,

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                               MORE INFORMATION






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

AUTOMATIC INVESTMENT PROGRAM -- FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a bank checking or savings account, money
market checking or savings account, or credit union checking or savings account
and contributed as an additional contribution into an NQ, traditional IRA, or
Roth IRA contract on a monthly basis. For all forms of IRAs, your contributions
are subject to the limits and conditions on contributions described in "Tax
information" earlier in this prospectus.

AIP additional contributions may be allocated to any of the variable investment
options and the guaranteed interest option, but not the fixed maturity options.
Our minimum contribution amount requirement is $20. The maximum contribution
amount is $500 per month. We will return any contribution made under this
program that exceeds your contribution limit, if applicable, and your program
will be cancelled. The contribution limitations described under "How you can
contribute to your contract" in "Contract features and benefits" apply to this
program. 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.

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.

PAYROLL DEDUCTION PROGRAM. You can authorize your employer to remit your NQ,
traditional IRA or Roth IRA contributions to us if your employer has a payroll
deduction program. Those contributions are still your contributions, not your
employer's. We will return any contribution made under this program that
exceeds your contribution limit, if applicable, and your program will be
cancelled. The contribution limitations described under "How you can contribute
to your contract" in "Contract features and benefits" apply to this program.

WIRE TRANSFERS. You may also send your contributions by wire transfer from your
bank.

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
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.

..   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.

CONTRIBUTIONS, TRANSFERS, WITHDRAWALS AND SURRENDERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   Contributions allocated to the guaranteed interest option will receive the
    guaranteed interest rate in effect on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 the guaranteed interest option will receive the guaranteed
    interest rate in effect on that business day.

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..   Transfers to a fixed maturity option will receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For the fixed-dollar option, the first monthly transfer will occur on the
    last business day of the month in which we receive your election form at
    our processing office.

..   For the interest sweep, 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.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

ABOUT YOUR VOTING RIGHTS

As the owner of 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 auditors selected for each Trust; or

..   any other matters described in each prospectus for the Trusts 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 intend
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 A VOTING RIGHTS

If actions relating to Separate Account A 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.

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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among other things, the theft,
misuse, corruption and destruction of data maintained online or digitally,
denial of service attacks on websites and other operational disruption and
unauthorized release of confidential customer information. Cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your Contract Value. For instance, cyber-attacks may
interfere with our processing of contract transactions, including the
processing of orders from our website or with the underlying funds, impact our
ability to calculate AUVs, cause the release and possible destruction of
confidential customer or business information, impede order processing, subject
us and/or our service providers and intermediaries to regulatory fines and
financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your Contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your Contract due to cyber-attacks or information
security breaches in the future


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

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material with respect to a contract owner's interest in Separate Account A, nor
would any of these proceedings be likely to have a material adverse effect upon
Separate Account A, our ability to meet our obligations under the contracts, or
the distribution of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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 (800) 628-6673.

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. In some cases, an
assignment or change of ownership may have adverse tax consequences. See "Tax
information" earlier in this prospectus. We may refuse to process a change of
ownership of an NQ contract to an entity without appropriate documentation of
status on IRS Form W-9 (or, if IRS Form W-9 cannot be provided because the
entity is not a U.S. entity, on the appropriate type of Form W-8).

You cannot assign or transfer ownership of a traditional IRA or Roth IRA
contract except by surrender to us.

You cannot assign your contract as collateral or security for a loan. Loans are
also not available under your contract. 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 traditional IRA or Roth IRA 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.

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 A. 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 8.5% 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 0.60% 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.

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.

                                      65

                               MORE INFORMATION







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 Distributors' Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributors' Selling broker-dealers. Contribution-based compensation will
generally not exceed 6.5% 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 0.60% 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. 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.


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, 2014) received additional payments. These additional payments
ranged from $40.15 to $4,874,706.21. 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.


                                      66

                               MORE INFORMATION








1st Global Capital Corporation
Allstate Financial Services, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Essex National Securities, Inc.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Southeast Investor Services
First Tennessee Brokerage Inc.
Founders Financial Securities
FSC Securities Corporation
Geneos Wealth Management Inc.
GWN Securities, Inc.
H.D. Vest Investment Securities, Inc.
Harbour Investments
ICA/First Dakota, Inc.
IFC Holdings, Inc.
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
James T. Borello & Company
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp.
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities, LLC
Merrill Lynch Life Agency, Inc.
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual Service Corporation
National Planning Corporation
Navy Federal Brokerage Services
New England Securities, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Prime Capital Services
Primerica Financial Services
Questar Capital Corporation
Raymond James & Associates
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Royal Alliance Associates, Inc.
Sage Point Financial, Inc.
Santander Securities Corporation
Securities America Inc.
Signator Financial Services
Signator Investors, Inc.
SII Investments
Sorrento Pacific Financial LLC
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
Tavenner Group
Tower Squares Securities
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
UVEST Financial Services Group
Valmark Securities, Inc.
Voya Financial Advisors
Walnut Street Services
Waterstone Financial Group
Wells Fargo Advisors Financial Network, LLC
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC
Wesom Financial Services, LLC
Woodbury Financial Services, Inc.


                                      67

                               MORE INFORMATION





9. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2014 (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.

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.com.

                                      68

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE





Appendix I: QP IRA contracts

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

The following provides information on the features and benefits of QP IRA
contracts that are different than the features and benefits described in the
prospectus for traditional IRA contracts under EQUI-VEST(R) QP IRA contracts
are not available to new purchasers and this information is applicable to
existing contract holders only.

Please note our restrictions on contributions. See "How you can contribute to
your contract" in "Contract features and benefits" earlier in this prospectus.



------------------------------------------------------------------------
 FEATURES AND BENEFITS          AVAILABILITY OR VARIATION
------------------------------------------------------------------------
                             
SOURCE OF CONTRIBUTIONS         .   Rollovers from a qualified plan.
                                .   Rollovers from a TSA.
                                .   The QP IRA contract is intended to
                                    be a conduit IRA to be used
                                    primarily for rollover
                                    contributions from a qualified plan
                                    or TSA, although we accept regular
                                    IRA contributions (limits are
                                    described earlier in this
                                    prospectus under "Traditional
                                    individual retirement annuities
                                    (traditional IRAs)").

MINIMUM CONTRIBUTIONS           $2,500 each rollover amount.

LIMITATIONS ON CONTRIBUTIONS    Rollover contributions after age 70 1/2
                                must be net of required minimum
                                distributions.

TAXATION OF PAYMENTS            The QP IRA is used as a conduit IRA so
FEDERAL INCOME TAX WITHHOLDING  that amounts are not commingled. If you
                                are eligible for ten year averaging and
                                long term capital gains treatment of
                                distributions from a qualified plan,
                                you may be able to preserve such
                                treatment even though an eligible
                                rollover from a qualified plan is
                                temporarily rolled into a conduit IRA,
                                such as a QP IRA, before rolling it
                                back into a qualified plan. See your
                                tax adviser.
------------------------------------------------------------------------


                                      I-1

                         APPENDIX I: QP IRA CONTRACTS





Appendix II: Condensed financial information

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

The following table shows the unit values and the number of outstanding units
for each variable investment option on the last business day of the periods
shown. The information presented is shown for the past ten years, or from the
first year the particular contracts were offered if less than ten years ago.


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      --      -- $107.64 $108.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       3      25
------------------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      -- $104.51 $118.72 $113.20 $125.25 $141.22 $142.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       3      18      52      96     137     169
------------------------------------------------------------------------------------------------------------------------
ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      --      -- $104.12 $105.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       9
------------------------------------------------------------------------------------------------------------------------
AMERICAN FUNDS INSURANCE SERIES(R)BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      --      -- $ 96.31 $100.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      34
------------------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $106.03 $ 96.15 $110.64 $143.94 $154.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5      11      12      15      17
------------------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $103.13 $ 98.08 $111.26 $143.93 $160.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       7      16      21      27      34
------------------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $104.88 $ 92.69 $105.72 $143.50 $147.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2       5       7       8       9
------------------------------------------------------------------------------------------------------------------------
AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $128.76 $149.99 $157.32 $ 94.51 $118.85 $132.78 $121.35 $136.88 $170.99 $176.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      83     150     183     240     367     480     574     676     774
------------------------------------------------------------------------------------------------------------------------
AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      -- $103.35 $116.06 $119.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       3      16      31
------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $108.35 $113.87 $119.03 $104.64 $113.55 $120.34 $121.15 $125.18 $129.04 $130.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        42      55     100     129     137     165     181     205     211     215
------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      -- $102.73 $112.17 $115.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       9      19
------------------------------------------------------------------------------------------------------------------------



                                     II-1

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      -- $101.41 $104.59 $106.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2      11       8
------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $113.14 $121.57 $126.70 $100.86 $114.02 $122.87 $120.54 $127.87 $139.27 $141.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        44      80     145     141     173     238     290     364     422     465
------------------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $200.85 $271.98 $381.60 $160.80 $238.40 $262.52 $227.43 $262.85 $312.57 $314.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       144     180     196     162     167     176     165     165     162     158
------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $115.69 $136.30 $155.16 $ 84.53 $113.03 $121.97 $100.10 $115.03 $133.56 $123.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        97     121     116     128     167     224     233     234     249     301
------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $104.17 $ 86.39 $ 99.52 $119.08 $110.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      12      17      24      30
------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $126.34 $156.89 $170.79 $ 96.19 $123.78 $129.72 $107.44 $124.70 $147.01 $134.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       197     231     237     198     175     164     143     127     117     111
------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 93.39 $104.21 $106.95 $ 66.14 $ 82.67 $ 93.27 $ 88.25 $100.25 $130.30 $143.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        31      28      26      26      22      25      23      21      19      33
------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 92.23 $ 98.21 $112.19 $ 68.46 $ 91.21 $103.14 $ 98.18 $110.32 $147.58 $161.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       215     178     167     153     147     145     156     148     142     302
------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $120.01 $143.93 $135.72 $ 75.99 $ 90.43 $100.67 $ 94.42 $108.08 $141.46 $156.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       396     471   1,183     917     756     639     532     449     386     394
------------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $126.42 $140.50 $136.59 $ 81.55 $109.80 $132.85 $118.89 $139.33 $183.19 $200.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       377     382     349     268      25      28      26      25      23      22
------------------------------------------------------------------------------------------------------------------------
AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $126.19 $137.55 $144.41 $107.76 $124.58 $135.28 $130.46 $140.23 $156.72 $159.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       647     699     821     794     826     994   1,170   1,393   1,595   1,799
------------------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      -- $103.96 $120.06 $124.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      12      39      91
------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $125.60 $142.10 $149.35 $100.67 $121.30 $133.69 $125.54 $138.32 $163.71 $167.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     290     487     554     652     867   1,047   1,184   1,339   1,476
------------------------------------------------------------------------------------------------------------------------



                                     II-2

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $104.34 $105.20 $ 70.88 $ 91.41 $100.52 $ 99.40 $109.23 $123.64 $129.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      22     149     134     120     113      87      78      80      89
------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $108.27 $ 97.73 $ 64.30 $ 81.46 $100.02 $ 89.35 $103.13 $139.28 $140.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2      10      15      15      17      15      16      17      16
------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      -- $ 95.25 $ 59.39 $ 75.38 $ 82.21 $ 77.62 $ 87.98 $107.16 $111.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      69      87      86      85      91      93      94     120
------------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $109.03 $116.29 $138.79 $ 92.02 $117.96 $126.12 $128.19 $142.58 $179.29 $190.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       5      11      33      40      47      37      34      29      25
------------------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $107.15 $107.60 $ 65.81 $ 81.35 $ 89.97 $ 84.93 $ 95.83 $122.40 $132.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      73      71      61      51      41      36      31      27
------------------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $107.63 $108.55 $ 63.47 $ 81.54 $ 87.00 $ 78.82 $ 92.93 $116.56 $116.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11      54      43      51      65      75      87      99     112
------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 96.58 $104.90 $106.89 $ 80.78 $ 87.51 $ 92.20 $ 95.71 $ 99.60 $ 97.55 $ 98.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       218     218     211     154     139     144     134     138     137     137
------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $121.73 $132.55 $135.77 $ 77.65 $103.21 $130.17 $108.44 $119.32 $174.21 $167.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        26      50      72      59      50      42      35      30      28      22
------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $183.41 $210.41 $187.41 $115.05 $143.69 $176.76 $158.90 $183.31 $258.49 $242.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       120     127     112      94      85      70      57      48      42      35
------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      -- $103.29 $118.56 $122.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      18      48
------------------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $125.63 $135.30 $155.98 $ 85.28 $114.32 $150.51 $147.75 $168.72 $230.33 $235.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       253     245     215     191     181     168     149     146     144     141
------------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $158.36 $187.75 $187.68 $117.63 $151.42 $167.98 $160.81 $180.54 $245.68 $266.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       294     276     266     237     251     300     349     394     457     530
------------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $112.23 $128.59 $131.73 $ 88.11 $ 97.11 $111.01 $109.25 $127.07 $165.42 $177.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        50      67      72      68      68      74      80      97     120     127
------------------------------------------------------------------------------------------------------------------------



                                     II-3

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 87.90 $ 91.38 $101.24 $ 54.79 $ 70.85 $ 78.76 $ 78.03 $ 90.00 $119.44 $134.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8       9      12      12      15      21      39      37      46      56
------------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $120.15 $133.03 $133.60 $ 79.64 $103.44 $118.34 $121.60 $141.05 $183.63 $200.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       147     143     370     316     277     243     210     184     166     150
------------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $107.24 $117.28 $119.90 $ 66.57 $ 84.41 $ 96.63 $ 95.98 $109.61 $143.46 $158.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,254   1,179   1,018     858     780     690     612     548     527     505
------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $113.71 $116.91 $119.09 $107.14 $108.70 $113.61 $117.63 $119.89 $116.56 $117.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       130     144     159     122     139     130     120     121     134     158
------------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      --      -- $ 94.51 $ 90.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       3      10
------------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $103.49 $117.68 $122.02 $ 75.56 $ 93.97 $106.19 $106.50 $121.24 $157.55 $175.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       666     652     649     588     572     574     578     597     680     796
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $105.14 $116.57 $119.10 $101.40 $116.85 $126.55 $126.72 $131.77 $144.49 $145.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5      12      21      18      17      19      17      15      11       9
------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $116.74 $137.07 $148.00 $101.39 $141.70 $185.71 $177.07 $206.17 $283.37 $288.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        62      80     128     143     181     264     338     427     528     636
------------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 97.53 $ 99.66 $107.62 $113.22 $114.06 $119.80 $123.57 $126.63 $121.97 $121.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       468      14      37      73      76     101     105      99      93      91
------------------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      --      -- $101.38 $102.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      15
------------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $127.54 $129.94 $137.19 $140.41 $135.57 $139.60 $145.23 $144.89 $140.80 $141.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       153     138     124     110      90      76      66      55      45      38
------------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $114.63 $139.89 $154.42 $ 75.18 $ 94.40 $ 98.13 $ 85.13 $ 97.79 $117.36 $107.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       398     454     488     436     384     331     273     216     182     159
------------------------------------------------------------------------------------------------------------------------
EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $104.39 $119.54 $115.14 $ 71.73 $ 91.00 $103.59 $100.32 $117.37 $156.59 $168.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      23      32      24      24      27      22      16      19     141
------------------------------------------------------------------------------------------------------------------------



                                     II-4

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $107.33 $127.65 $124.59 $ 74.13 $ 96.91 $107.54 $100.69 $115.45 $154.88 $175.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        39      39      38      31      26      29      29      27      33      38
------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 70.99 $ 69.76 $ 78.56 $ 49.46 $ 66.57 $ 76.26 $ 77.12 $ 87.41 $114.42 $126.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       281     249     223     194     188     179     176     181     204     241
------------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $106.44 $112.35 $104.42 $ 44.66 $ 52.58 $ 59.54 $ 58.64 $ 67.55 $ 87.81 $ 97.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      41      49      27      28      30      69      75      91     122
------------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $115.10 $142.89 $164.04 $ 96.79 $131.24 $149.04 $131.48 $155.48 $174.58 $163.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3      14      40      40      42      49      57      71      98     129
------------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $117.83 $129.84 $138.57 $ 69.43 $ 93.48 $116.13 $111.98 $129.53 $169.67 $182.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       468     494     531     504     465     434     389     364     369     392
------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $113.12 $116.78 $120.81 $121.87 $120.40 $118.97 $117.54 $116.13 $114.74 $113.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        68     103     133     101      61      49      51      42      37      37
------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $123.86 $133.70 $161.70 $ 84.15 $130.59 $170.69 $155.66 $167.26 $228.94 $224.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      12      34      47      85     149     218     283     318     362
------------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $110.99 $115.91 $ 67.86 $ 92.93 $105.76 $ 95.49 $113.56 $141.74 $142.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      17      29      36      52      94     110     149     192
------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      --      --      --      -- $ 90.81 $ 96.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       6      23
------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 99.44 $ 98.64 $108.63 $102.98 $109.89 $109.49 $107.97 $108.26 $107.05 $105.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        35      56      73     145     198     180     156     152     155     163
------------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $131.99 $135.39 $139.83 $129.11 $135.29 $142.01 $142.03 $144.05 $139.07 $141.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       136     130     124      94     123     108      95      88      80      77
------------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $140.93 $163.91 $158.96 $103.45 $128.91 $160.25 $152.00 $173.52 $235.64 $244.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       133     167     193     185     195     188     176     166     163     162
------------------------------------------------------------------------------------------------------------------------
EQ/T.ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $114.31 $108.40 $114.84 $ 65.57 $ 92.41 $106.26 $102.95 $120.97 $164.85 $176.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        26      30     152     155     200     266     324     402     492     590
------------------------------------------------------------------------------------------------------------------------



                                     II-5

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
EQ/UBS GROWTH AND INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                            $117.68 $132.73 $132.66 $78.60 $102.84 $114.89 $110.31 $123.01 $164.72 $186.25
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        21      46      65     64      57      52      40      28      25      24
-----------------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 84.92 $ 88.82 $ 97.69 $69.88 $ 96.86 $112.25 $104.39 $124.21 $170.67 $175.03
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        44      38      41     47      60      85     117     120     120     107
-----------------------------------------------------------------------------------------------------------------------
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      -- $105.87 $101.69 $116.69 $150.97 $166.54
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      46     196     359     506     647
-----------------------------------------------------------------------------------------------------------------------
GOLDMAN SACHS VIT MID CAP VALUE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      --      -- $ 99.27 $115.92 $151.81 $169.92
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      13      26      46      68
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GLOBAL REAL ESTATE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      -- $109.26 $100.69 $127.18 $128.72 $145.42
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       1       2       4       7       8
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. HIGH YIELD FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      --      -- $ 95.08 $109.87 $115.89 $116.31
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       5      28      51      71
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. INTERNATIONAL GROWTH FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      --      -- $100.62 $114.57 $134.38 $132.89
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      37      69     100     142
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      -- $104.26 $ 96.31 $105.26 $133.60 $137.50
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       4      14      18      22      28
-----------------------------------------------------------------------------------------------------------------------
INVESCO V.I. SMALL CAP EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      -- $108.58 $106.22 $119.27 $161.54 $162.93
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       2       7      10      14      16
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP ENERGY
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      -- $113.52 $101.98 $102.14 $128.92 $113.92
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      10      31      49      67     101
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      -- $106.27 $110.52 $129.55 $141.43 $142.39
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      10      62     152     252     350
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      --      -- $ 89.76 $100.71 $129.29 $137.79
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      10      61     127     178
-----------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --     --      --      -- $ 99.44 $103.32 $146.34 $146.89
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       9      21      27      31
-----------------------------------------------------------------------------------------------------------------------



                                     II-6

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $113.45 $ 91.87 $110.79 $108.09 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      29     123     228     342     468
------------------------------------------------------------------------------------------------------------------------
MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $105.97 $102.84 $117.79 $148.53 $148.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      15      75     138     248     386
------------------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $118.95 $117.96 $135.98 $174.73 $191.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       7      16      22      25
------------------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $101.87 $ 98.22 $115.31 $150.09 $164.17
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       8      15      19      27      30
------------------------------------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $119.10 $118.91 $134.23 $178.67 $194.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       4      19      34      46      61
------------------------------------------------------------------------------------------------------------------------
MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 --      --      --      --      -- $110.84 $116.64 $130.46 $154.96 $172.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5      41      81     117     159
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $ 75.63 $ 78.55 $ 86.44 $ 45.54 $ 61.76 $ 71.76 $ 66.45 $ 74.98 $101.59 $111.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     112      98      84     166     203     170     147     130     116
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $113.04 $115.90 $121.67 $123.17 $131.81 $138.31 $144.59 $150.67 $145.36 $149.00
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       121     111     108      95      97     127     110     154     182     189
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $101.69 $110.13 $121.76 $ 67.87 $ 95.07 $119.18 $108.47 $123.72 $171.33 $177.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     116     107      96      92      79      64      52      44      38
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $123.75 $140.28 $138.72 $ 87.76 $125.17 $154.48 $132.28 $150.05 $201.01 $209.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        89      85      82      69      66      62      49      42      37      30
------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit Value                            $100.73 $106.79 $124.72 $ 65.21 $102.08 $118.71 $111.64 $125.11 $167.60 $188.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       128     124     126     121     131     140     131     123     117     116
------------------------------------------------------------------------------------------------------------------------
TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $108.37 $114.81 $ 78.86 $ 93.74 $102.55 $ 98.46 $107.85 $121.54 $123.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5      11      13      18      22      24      25      30
------------------------------------------------------------------------------------------------------------------------
TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit Value                                 -- $109.32 $115.96 $ 74.45 $ 90.62 $100.22 $ 95.16 $106.09 $124.84 $128.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2      15      24      33      39      50      62      72      89
------------------------------------------------------------------------------------------------------------------------



                                     II-7

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION






THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.20%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010   2011   2012    2013    2014
-----------------------------------------------------------------------------------------------------------------
                                                                            
TARGET 2035 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit Value                             --  $110.21 $116.92 $71.58 $88.79 $98.89 $93.17 $105.04 $126.88 $130.98
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        1       7     14     22     32     45      58      75      94
-----------------------------------------------------------------------------------------------------------------
TARGET 2045 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit Value                             --  $110.99 $118.22 $68.52 $86.50 $96.81 $90.36 $103.05 $127.49 $131.98
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       5      9     12     19     32      47      65      87
-----------------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND
-----------------------------------------------------------------------------------------------------------------
   Unit Value                             --       --      --     --     --     -- $83.02 $ 84.57 $ 92.15 $ 73.43
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --     --     17      38      49      65
-----------------------------------------------------------------------------------------------------------------





                                     II-8

                 APPENDIX II: CONDENSED FINANCIAL INFORMATION





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 June 15, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





---------------------------------------------------------------------------------------------------------------------------
                                                                             HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                              ON JUNE 15, 2019
                                                                             ------------------------------------------ -
                                                                                2%                   6%
---------------------------------------------------------------------------------------------------------------------------
                                                                                                               
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) market adjusted amount/(b)/                                              $126,455             $108,409
---------------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                               $116,998             $116,998
---------------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) - (2)                                       $  9,457             $ (8,589)
---------------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)]                                                        $  3,739             $ (3,961)
---------------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 - (4)  $ 46,261             $ 53,961
---------------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) - $50,000                                     $ 76,455             $ 58,409
---------------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) - (5)                                         $ 70,738             $ 63,037
---------------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                      $ 82,762             $ 73,752
---------------------------------------------------------------------------------------------------------------------------



You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (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         =               $136,886               where j is either 2% or 6%
-----------------------          -----------------------------
(1+j)/(D/365)/                    (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value         =               $136,886
-----------------------          -----------------------------
(1+h)/(D/365)/                   (1+0.04)/(1,461/365)/

(d)Maturity value is based on the following calculation:

   Fixed maturity amount x (1+h)/(D/365) / =  ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     III-1

                 APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix IV: Death benefit example

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

If you do not elect the ratcheted death benefit, the death benefit is equal to
the account value or the standard death benefit (contributions, adjusted for
withdrawals, and any withdrawal charges and taxes that may apply), whichever
provides the highest amount. If you elect the ratcheted death benefit, the
death benefit is equal to the account value or the ratcheted death benefit,
whichever provides the highest amount.

The following illustrates the death benefit calculation. Assuming $100,000 is
allocated to the variable investment options, no additional contributions, no
transfers and no withdrawals, the death benefit for an annuitant age 45 would
be calculated as follows:



--------------------------------------------------------------------------------------------------
    END OF CONTRACT YEAR            ACCOUNT VALUE/(1)/        CONTRIBUTION RATCHETED DEATH BENEFIT
--------------------------------------------------------------------------------------------------
                                                                  
              1                        $105,000/(2)/            $100,000            $100,000
--------------------------------------------------------------------------------------------------
              2                        $115,500/(2)/                                $100,000
--------------------------------------------------------------------------------------------------
              3                        $129,360/(2)/                              $129,360/(2)/
--------------------------------------------------------------------------------------------------
              4                          $103,488                                 $129,360/(3)/
--------------------------------------------------------------------------------------------------
              5                          $113,837                                 $129,360/(3)/
--------------------------------------------------------------------------------------------------
              6                          $127,497                                 $129,360/(3)/
--------------------------------------------------------------------------------------------------
              7                          $127,497                                 $129,360/(3)/
--------------------------------------------------------------------------------------------------
              8                        $133,872/(2)/                                $129,360
--------------------------------------------------------------------------------------------------
              9                          $147,259                                 $147,259/(4)/
--------------------------------------------------------------------------------------------------


The account values for contract years 1 through 9 are based on hypothetical
rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00%, 0.00%,
5.00% and 10.00%. 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.

(1)If the ratcheted death benefit was not elected, the death benefit on each
   contract date anniversary would be equal to the account value, since it is
   higher than the contribution.

(2)If the ratcheted death benefit was elected, at the end of contract years 1,
   2, 3 and 8, the death benefit will be equal to the account value. Also in
   year 3, the ratcheted death benefit is increased to equal the account value.

(3)At the end of contract years 4, 5, 6 and 7, the death benefit would be equal
   to the ratcheted death benefit since it is higher than the account value.
   Also, at the end of contract year six, no adjustment would be made to the
   ratcheted death benefit, since the ratcheted death benefit is higher than
   the account value.

(4)At the end of contract year 9, the ratcheted death benefit would be
   increased to the account value, since the account value on the contract date
   anniversary is higher than the current ratcheted death benefit.

                                     IV-1

                      APPENDIX IV: DEATH BENEFIT EXAMPLE





Appendix V: State contract availability and/or variations of certain features
and benefits

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



                                                    
STATES WHERE CERTAIN EQUI-VEST(R) FEATURES AND/OR BENEFITS ARE NOT AVAILABLE
OR VARY:
------------------------------------------------------------------------------
                                                          AVAILABILITY /
 STATE                FEATURES / BENEFITS / CHARGES       VARIATION
------------------------------------------------------------------------------
CALIFORNIA            See "Contract features and          If you reside in
                      benefits"--"Your right to cancel    the state of
                      within a certain number of days"    California and you
                                                          are age 60 or 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
                                                          EQ/Money Market
                                                          option (and/or the
                                                          guaranteed interest
                                                          option), the amount
                                                          of your refund will
                                                          be equal to your
                                                          contribution less
                                                          interest, 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
                                                          variable investment
                                                          options other than
                                                          the EQ/Money Market
                                                          option (and/or the
                                                          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.
------------------------------------------------------------------------------

CONNECTICUT           Withdrawal charge                   During the first
The following change  See "Charges under the contracts    six contract years
applies to contracts  -- withdrawal charge" in "Charges   following a
issued on or after    and expenses."                      contribution, a
March 3, 2004.                                            withdrawal charge
                                                          will be deducted
                                                          from amounts you
                                                          withdraw that
                                                          exceed 15% of your
                                                          account value (the
                                                          free withdrawal
                                                          amount). The
                                                          withdrawal charge
                                                          is equal to a
                                                          percentage of each
                                                          contribution. 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 schedule:



-                 CONTRACT YEAR
      --------------------------------------------------
                     1   2   3   4   5   6   7 AND LATER
      --------------------------------------------------
                     
      Percentage of  6   6   6   6   6   5        0
      contribution


                                                                       

                                                                             Certain other
                                                                             exemptions apply.
-------------------------------------------------------------------------------------------------
FLORIDA              See "How you can contribute to your contract" in        For all contracts,
                     "Contract features and benefits"                        acceptance of
                                                                             contributions has
                                                                             been discontinued.
-------------------------------------------------------------------------------------------------
ILLINOIS             Withdrawal charge.                                      During the first
For IRA and NQ       See "Fees and charges" under "EQUI-VEST at a glance --  six contract years
Contract Series 800  Key features;" and "Charges under the contracts --      following a
issued on or after   withdrawal charge" in "Charges and expenses."           contribution, a
September 24, 2007.                                                          withdrawal charge
                                                                             will be deducted
                                                                             from amounts you
                                                                             withdraw that
                                                                             exceed 15% of your
                                                                             account value (the
                                                                             free withdrawal
                                                                             amount). The
                                                                             withdrawal charge
                                                                             is equal to a
                                                                             percentage of each
                                                                             contribution. 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 schedule.



-                 CONTRACT YEAR
      --------------------------------------------------
                     1   2   3   4   5   6   7 AND LATER
      --------------------------------------------------
                     
      Percentage of  6   6   6   6   6   5        0
      contribution
--------------------------------------------------------


                                      V-1

 APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS









---------------------------------------------------------------------------------------------
 STATE                    FEATURES / BENEFITS / CHARGES     AVAILABILITY / VARIATION
---------------------------------------------------------------------------------------------
                                                      
MARYLAND                  See "How you can contribute to    For all contracts, we continue
                          your contract" in "Contract       to accept contributions. The
                          features and benefits"            discontinuance of acceptance of
                                                            contributions and the $6,500
                                                            contribution limitation per
                                                            calendar year do not apply.
---------------------------------------------------------------------------------------------
MASSACHUSETTS             See "Disability, terminal         The disability, terminal illness
The following change      illness or confinement to         or confinement to a nursing home
applies to Traditional    nursing home" under "Withdrawal   withdrawal charge waiver is not
IRA, Roth IRA and NQ      charge" in "Charges and           available.
contracts issued on or    expenses."
after November 27, 2006.
---------------------------------------------------------------------------------------------
NEW YORK                  See "Selecting an annuity payout  In the second to last paragraph
                          option" in "Your annuity payout   in this section, the second line
                          option" under "Accessing your     in the paragraph "(1) the amount
                          money."                           applied to purchase the
                                                            annuity;" is deleted in its
                                                            entirety and replaced with the
                                                            following:
                                                            (1)The amount applied to provide
                                                               the annuity will be: (a) the
                                                               account value for any life
                                                               annuity form or (b) the cash
                                                               value for any period certain
                                                               annuity form except that, if
                                                               the period certain is more
                                                               than five years, the amount
                                                               applied will be no less than
                                                               95% of the account value.
---------------------------------------------------------------------------------------------
PUERTO RICO               See "Taxation of nonqualified     Income from NQ contracts we
                          annuities" under "Tax             issue is U.S. source. A Puerto
                          information."                     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.
                                                            We require owners or
                                                            beneficiaries of annuity
                                                            contracts in Puerto Rico that
                                                            are not individuals to document
                                                            their status to avoid 30% FATCA
                                                            withholding from U.S.-source
                                                            income.
---------------------------------------------------------------------------------------------
UTAH                      Withdrawal charge.                During the first six contract
For non-qualified         See "Charges under the contracts  years following a contribution,
annuities, IRA, Roth      -- withdrawal charge" in          a withdrawal charge will be
IRA, Inherited IRA and    "Charges and expenses."           deducted from amounts you
Roth Inherited IRA                                          withdraw that exceed 15% of your
contracts issued on or                                      account value (the free
after November 27,                                          withdrawal amount). The
2006.                                                       withdrawal charge is equal to a
                                                            percentage of each contribution.
                                                            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 schedule.




-                    CONTRACT YEAR
      --------------------------------------------------
                     1   2   3   4   5   6   7 AND LATER
      --------------------------------------------------
                     
      Percentage of  6%  6%  6%  6%  6%  5%       0
      contribution


                                      V-2

 APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS








------------------------------------------------------------------------------------------
 STATE                 FEATURES / BENEFITS / CHARGES     AVAILABILITY / VARIATION
------------------------------------------------------------------------------------------
                                                   
WASHINGTON             Fixed Maturity Option             Not available
The following changes  Ratcheted Death Benefit           Not available
apply to contracts     See "Selecting an annuity payout  In the third paragraph, "New
issued on or after     option" in "Accessing your money" York" is replaced with
August 13, 2001.                                         "Washington" and paragraph (ii)
                                                         is deleted and replaced with:
                                                         (ii) if the annuitant was age
                                                         81-85 when the contract was
                                                         issued, the contract anniversary
                                                         that follows the annuitant's
                                                         95/th /birthday.
                       See "Annual administrative        The second paragraph is deleted
                       charge" in "Charges and Expenses" and replaced with: The charge is
                                                         deducted pro rata from the
                                                         variable investment options. If
                                                         your account value is allocated
                                                         100% to the guaranteed interest
                                                         option, the charge will be
                                                         waived.
                       See "Withdrawal charge" in        The second sentence of the third
                       "Charges and expenses"            paragraph is replaced with: In
                                                         the case of surrenders, we will
                                                         pay you the greater of (i) the
                                                         cash value or (ii) the free
                                                         withdrawal amount plus 94% (95%
                                                         in the fifth contract year if
                                                         the annuitant was age 60 or over
                                                         when the contract was issued) of
                                                         the remaining account value.
                       See "Disability, terminal         The last paragraph and its first
                       illness, or confinement to        bullet are replaced with the
                       nursing home" in "Charges and     following:
                       expenses"                         For NQ, traditional IRA and Roth
                                                         IRA contracts, the with drawal
                                                         charge also does not apply in
                                                         the following circumstances:
                                                         .   After five contract years
                                                             and the annuitant is at
                                                             least age 59 1/2; or
------------------------------------------------------------------------------------------


                                      V-3

 APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                        2

Calculation of Annuity Payments                              2

Custodian and Independent Registered Public Accounting Firm  2

Distribution of the Contracts                                2

Calculating Unit Values                                      3

Financial Statements                                         3


HOW TO OBTAIN AN EQUI-VEST(R) (SERIES 800) STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT A

Call (800) 628-6673 or send this request form to:
  EQUI-VEST(R)
  Processing Office
  AXA Equitable
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) (Series 800) Statement of Additional
Information dated May 1, 2015.
(Combination variable and fixed deferred annuity)
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                                                        #792961






EQUI-VEST(R) Strategies (Series 900)

A group flexible premium deferred variable annuity contract


PROSPECTUS DATED MAY 1, 2015


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. YOU SHOULD READ THE PROSPECTUSES FOR EACH TRUST
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

WHAT IS EQUI-VEST(R) STRATEGIES?

EQUI-VEST(R) Strategies is a group-deferred annuity contract ("contract")
issued by AXA EQUITABLE LIFE INSURANCE COMPANY. Either the plan trustee or the
employer will be the EQUI-VEST(R) Strategies contract holder. Certain rights
may be exercised by employees covered under an employer's plan (the
"participants"). These rights will be summarized in a participation certificate
("certificate") provided to each participant. EQUI-VEST(R) Strategies provides
for the accumulation of retirement savings and for income. The contract also
offers death benefit protection and a number of payout options. You invest to
accumulate value on a tax-deferred basis in one or more of our variable
investment options and our guaranteed interest option or in our fixed maturity
options ("investment options").

This prospectus is a disclosure document and describes all of the certificate's
material features, benefits, rights and obligations, as well as other
information. The description of the certificate's material provisions in this
prospectus is current as of the date of this prospectus. If certain material
provisions under the certificate are changed after the date of this prospectus
in accordance with the certificate, those changes will be described in a
supplement to this prospectus. You should carefully read this prospectus in
conjunction with any applicable supplements. The certificate should also be
read carefully. You have the right to cancel your certificate within a certain
number of days after receipt of the certificate.

The contract may not currently be available in all states. All optional
features and benefits described in this prospectus may not be available at the
time you purchase the certificate. 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 certificate.

We offer the EQUI-VEST(R) Strategies contract to fund two types of "plans":
Section 403(b) (also referred to as "TSA" plans or contracts) or governmental
employer Section 457(b) plans (also referred to as "EDC" plans or contracts)
(together "plans"). The EQUI-VEST(R) Strategies contract is available to plans
that meet our requirements, which may include requirements regarding plan
vesting provisions.

VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. American Funds Insurance Series(R) Bond Fund/SM/
.. AXA/DoubleLine Opportunistic Core Plus Bond/(1)/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond
.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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

DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(2)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA/Horizon Small Cap Value/(1)/
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA/Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. AXA/Pacific Global Small Cap Value/(1)/
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth


.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology

.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------


INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Managed Volatility
.. AXA International Value Managed Volatility
.. AXA SmartBeta Equity/(1)/
.. AXA/Templeton Global Equity Managed Volatility
.. Charter International Moderate/(1)/

.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20

.. All Asset Moderate Growth - Alt 15
.. AXA/AB Dynamic Moderate Growth/(2)(3)/
.. AXA Aggressive Allocation
.. AXA Balanced Strategy/(3)/
.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy/(3)/
.. AXA Conservative Strategy/(3)/
.. AXA Conservative-Plus Allocation
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Moderate Allocation
.. AXA Moderate Growth
  Strategy/(3)/
.. AXA Moderate-Plus Allocation
.. Charter Real Assets/(1)/
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(1)/

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

(1)This variable investment option will be available on or about May 22, 2015,
   subject to regulatory approval. Please see "Portfolios of the Trusts" later
   in this prospectus for more information.
(2)This is the variable investment option's new name, effective on or about May
   22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for this variable investment option's
   former name.
(3)These are the only variable investment options available in connection with
   the Personal Income Benefit and are collectively referred to as the
   "Personal Income Benefit variable investment options." Please note that they
   are also available without the Personal Income Benefit. For more
   information, see "What are your investment options under the contract?"
   later in this prospectus.


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.


                                                          EV Series 900 (IF/NB)
                                                                        #792896









You allocate amounts to the variable investment options selected by your
employer. Each variable investment option is a subaccount of Separate Account
A. Each variable investment option, in turn, invests in a corresponding
securities portfolio ("portfolio") that is part of one of the trusts (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 options if
your employer elects to make them available under the contract. These
investment options are discussed later in this prospectus. Amounts allocated in
connection with the Personal Income Benefit are limited to the Personal Income
Benefit variable investment options -- the AXA Balanced Strategy, the AXA
Conservative Growth Strategy, the AXA Conservative Strategy, the AXA Moderate
Growth Strategy and the AXA/AB Dynamic Moderate Growth.


Minimum contribution amounts of $20 may be made under the contract.


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, 2015, is a part of one of the registration
statements. The SAI is available free of charge. You may request one by writing
to our processing office at P.O. Box 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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?                                              6
     How to reach us                                                    7
     EQUI-VEST(R) Strategies (Series 900) group annuity contract at a
       glance -- key features                                           9

     ---------------------------------------------------------------------
     FEE TABLE                                                         11
     ---------------------------------------------------------------------

     Examples: EQUI-VEST(R) Strategies contracts                       12
     Condensed financial information                                   13

     ---------------------------------------------------------------------
     1. CONTRACT FEATURES AND BENEFITS                                 14
     ---------------------------------------------------------------------
     How you can contribute to your certificate                        14
     How EQUI-VEST(R) Strategies is available                          15
     How contributions can be made                                     15
     What are your investment options under the contract?              15
     Portfolios of the Trusts                                          17
     Selecting your investment method                                  28
     ERISA considerations for employers                                29
     Allocating your contributions                                     29
     Unallocated account                                               29
     Personal Income Benefit                                           30
     Death benefit                                                     36
     Your right to cancel within a certain number of days              37

     ---------------------------------------------------------------------
     2. DETERMINING YOUR CERTIFICATE'S VALUE                           38
     ---------------------------------------------------------------------
     Your account value and cash value                                 38
     Your certificate's value in the variable investment options       38
     Your certificate's value in the guaranteed interest option        38
     Your certificate's value in the fixed maturity options            38
     Insufficient account value                                        38

     ---------------------------------------------------------------------
     3.TRANSFERRING YOUR MONEY AMONG INVESTMENT
       OPTIONS                                                         39
     ---------------------------------------------------------------------
     Transferring your account value                                   39
     Disruptive transfer activity                                      40
     Automatic transfer options                                        40
     Investment simplifier                                             40
     Rebalancing your account value                                    41



-------------
"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 the participant.


When we use the word "contract" we mean the group contract issued to the plan
trustee or employer ("contract holder"). When we use the word "certificate," we
mean the participation certificate that summarizes the rights of each
participant covered under the group contract.

                                      3

                          CONTENTS OF THIS PROSPECTUS







             ------------------------------------------------------
             4.ACCESSING YOUR MONEY                             43
             ------------------------------------------------------
             Withdrawing your account value                     43
             How withdrawals are taken from your account value  47
             Loans                                              47
             Termination of participation                       48
             Texas ORP participants                             48
             When to expect payments                            48
             Your annuity payout options                        48

             ------------------------------------------------------
             5.CHARGES AND EXPENSES                             51
             ------------------------------------------------------
             Charges under the contracts                        51
             Charges that the Trusts deduct                     53
             Variations in charges                              54

             ------------------------------------------------------
             6.PAYMENT OF DEATH BENEFIT                         55
             ------------------------------------------------------
             Your beneficiary and payment of benefit            55
             How death benefit payment is made                  55
             Beneficiary continuation option                    55

             ------------------------------------------------------
             7.TAX INFORMATION                                  58
             ------------------------------------------------------
             Tax information and ERISA matters                  58
             Choosing a contract to fund a retirement
               arrangement                                      58
             Special rules for tax-favored retirement plans     58
             Additional "Saver's Credit" for salary reduction
               contributions to certain plans                   59
             Tax-sheltered annuity arrangements (TSAs)          59
             Distributions from TSAs                            61
             Public employee deferred compensation plans (EDC
               Plans)                                           64
             ERISA matters                                      68
             Certain rules applicable to plans designed to
               comply with Section 404(c) of ERISA              68
             Federal and state income tax withholding and
               information reporting                            68
             Federal income tax withholding on periodic
               annuity payments                                 68
             Federal income tax withholding on non-periodic
               annuity payments (withdrawals) which are not
               eligible rollover distributions                  69
             Mandatory withholding from eligible rollover
               distributions                                    69
             Impact of taxes to AXA Equitable                   69

             ------------------------------------------------------
             8.MORE INFORMATION                                 70
             ------------------------------------------------------
             About our Separate Account A                       70
             About the Trusts                                   70
             About our fixed maturity options                   70
             About the general account                          71
             Dates and prices at which certificate events occur 72
             About your voting rights                           72
             Cybersecurity                                      73
             Statutory compliance                               73
             About legal proceedings                            73
             Financial statements                               73
             Transfers of ownership, collateral assignments,
               loans, and borrowing                             73



                                                                     
    Funding changes                                                     73
    Distribution of the contracts                                       73

    -----------------------------------------------------------------------
    9.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                   77
    -----------------------------------------------------------------------

    -----------------------------------------------------------------------
    APPENDICES
    -----------------------------------------------------------------------



                                                              
        I   --   Condensed financial information                         I-1
       II   --   Market value adjustment example                        II-1
      III   --   Death benefit example                                 III-1
       IV   --   State contract availability and/or variations of
                   certain features and benefits                        IV-1

      ----------------------------------------------------------------------
      STATEMENT OF ADDITIONAL INFORMATION
        Table of contents
      ----------------------------------------------------------------------


                                      4

                          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
                                                             

           account value                                           38
           annuity payout options                                  48
           AXA Equitable Access Account                            55
           beneficiary                                             55
           beneficiary continuation option                         55
           business day                                            72
           cash value                                              38
           certificate                                              1
           contract date                                           29
           contract date anniversary                               29
           contract year                                           29
           contributions                                           14
           disruptive transfer activity                            40
           DOL                                                     29
           EDC                                                      1
           ERISA                                                   29
           elective deferral contributions                         60
           fixed maturity amount                                   27
           fixed maturity option                                   27
           Guaranteed Annual Withdrawal Amount                     30
           guaranteed interest option                              27
           Guaranteed Transfer Withdrawal Rate                     31
           Guaranteed Withdrawal Rate                              31
           investment options                                   1, 15
           market adjusted amount                                  27
           market timing                                           40
           market value adjustment                                 27





                                                                PAGE
                                                            

          maturity value                                           27
          net loan interest charge                                 47
          Non-Personal Income Benefit investment options           30
          Online Account Access                                     7
          partial withdrawals                                      44
          participant                                               1
          participation date                                       14
          participation date anniversary                           14
          participation year                                       14
          Personal Income Benefit                                  30
          Personal Income Benefit account value                    30
          Personal Income Benefit charge                           53
          Personal Income Benefit variable investment options  15, 29
          portfolio                                                 2
          processing office                                         7
          rate to maturity                                         27
          Required Beginning Date                                  66
          SAI                                                       2
          SEC                                                       2
          salary reduction contributions                           59
          TOPS                                                      7
          TSA                                                      59
          Trusts                                               17, 70
          unit                                                     38
          unit investment trust                                    70
          variable investment options                           1, 16


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 do 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.

-----------------------------------------------------------------------------
 PROSPECTUS                            CONTRACT OR SUPPLEMENTAL MATERIALS
-----------------------------------------------------------------------------
account value                          Annuity Account Value

unit                                   Accumulation unit

unit value                             Accumulation unit value
-----------------------------------------------------------------------------

                                      5

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      6

                             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 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:

  AXA Equitable
  EQUI-VEST(R)
  Unit Annuity Lockbox
  P.O. Box 13463
  Newark, NJ 07188-0463

FOR TSA AND GOVERNMENTAL EMPLOYER EDC LOAN REPAYMENTS SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R)
  Loan Repayments Lockbox
  P.O. Box 13496
  Newark, NJ 07188-0496

FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:

  AXA Equitable
  JPMorganChase
  EQUI-VEST Lockbox #13463
  4 Chase Metrotech Center (7th Floor)
  Brooklyn, NY 11245-0001
  Telephone number to be listed on express mail packages
  Attn: Extraction Supervisor, (718) 242-0716
--------------------------------------------------------------------------------
 FOR CORRESPONDENCE WITHOUT CHECKS:

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENTBY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956

FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  100 Madison Street, Suite 1000
  Syracuse, NY 13202

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: 100 Madison Street, Suite 1000, Syracuse, New York 13202.
--------------------------------------------------------------------------------
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter including your Guaranteed Annual Withdrawal Amount, if
    applicable, as of the beginning and end of each calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
--------------------------------------------------------------------------------
 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 fixed maturity options;

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

..   the Guaranteed Withdrawal Rate and the Guaranteed Transfer Withdrawal Rate.

You can also:

..   change your allocation percentages and/or transfer among the Non-Personal
    Income Benefit variable investment options and the guaranteed interest
    option (not available for transfers to fixed maturity options); and

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

Under TOPS only you can:

..   elect the investment simplifier.

Under Online Account Access only you can:

..   elect to receive certain contract statements electronically;

..   change your address;


..   make loan repayments;


..   access "Frequently Asked Questions" and certain service forms; and

..   obtain performance information regarding the variable investment options.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You can use TOPS by calling toll free

                                      7

                             WHO IS AXA EQUITABLE?






(800) 755-7777. You may use Online Account Access by visiting our website at
www.axa.com and logging in to access your account. 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 disruptive transfer activity, such as "market timing" (see
"Disruptive transfer activity" in "Transferring your money among investment
options" later in this prospectus).


We reserve the right to discontinue offering TOPS at any time in the future.

--------------------------------------------------------------------------------
 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. to 7:00
p.m., and on Friday until 5:00 p.m., Eastern Time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you, via the TDD.
--------------------------------------------------------------------------------
 TOLL-FREE TELEPHONE SERVICE:

You may reach us toll-free by calling (800) 841-0801 for a recording of daily
unit values for the variable investment options.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)election of the investment simplifier;

(2)election of the automatic deposit service (TSA certificates only);

(3)election of the rebalancing program;

(4)election of required minimum distribution automatic withdrawal option;

(5)election of beneficiary continuation option;

(6)transfer/rollover of assets to another carrier;

(7)request for a loan;

(8)tax withholding election;

(9)certificate surrender and withdrawal requests;

(10)requests to make an initial allocation to the Personal Income Benefit
    variable investment options;

(11)election to begin withdrawals under the Personal Income Benefit;


(12)automatic transfer of the principal portion of loan repayments to your
    investment options according to your investment allocation instructions
    currently on file;

(13)requests for enrollment in either our Maximum payment plan or Customized
    payment plan (for the Personal Income Benefit only); and

(14)death claims;


We anticipate requiring status documentation in the case of certain changes of
ownership or address changes where Foreign Account Tax Compliance Act ("FATCA")
withholding could be required. See "Tax Information" later in this Prospectus.

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

(1)address changes;

(2)beneficiary changes; and

(3)transfers among investment options.

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

(1)investment simplifier;

(2)rebalancing program;

(3)systematic withdrawals; and

(4)the date annuity payments are to begin.

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

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 certificate 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 is the participant and in
some cases the employer, if the plan requires it.

                                      8

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) Strategies (Series 900) group annuity contract at a glance --
key features

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


                          
PROFESSIONAL INVESTMENT      EQUI-VEST(R) Strategies' variable investment options invest
MANAGEMENT                   in different portfolios sub-advised by professional
                             investment advisers.
-----------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS  The Variable Investment Options for which information is
                             provided in this prospectus are available under the
                             contract, subject to state regulatory approval and
                             availability under your employer's plan.
-----------------------------------------------------------------------------------------
GUARANTEED INTEREST OPTION   .   Principal and interest guarantees
                             .   Interest rates set periodically
-----------------------------------------------------------------------------------------
FIXED MATURITY OPTIONS       .   10 fixed maturity options with maturities ranging from
                                 approximately 1 to 10 years.
                             .   Each fixed maturity option offers a guarantee of
                                 principal and interest rate if you hold it to maturity.
                             ------------------------------------------------------------
                             If you make any withdrawals (including transfers, surrender
                             or termination of your certificate 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.
-----------------------------------------------------------------------------------------
TAX CONSIDERATIONS           .   No tax on earnings inside the contract until you make
                                 withdrawals from your certificate or receive annuity
                                 payments.
                             ------------------------------------------------------------
                             .   No tax on transfers among investment options inside the
                                 contract.
                             ------------------------------------------------------------
                             Because you are purchasing or contributing to an annuity
                             contract to fund a tax-qualified employer sponsored
                             retirement arrangement you should be aware that such
                             annuities do not provide tax deferral benefits beyond those
                             already provided by the Internal Revenue Code. Before
                             purchasing one of these contracts, employers should
                             consider whether its features and benefits beyond tax
                             deferral meet participant's needs and goals. Employers may
                             also want to consider the relative features, benefits and
                             costs of these contracts with any other investment that
                             participants may use in connection with their retirement
                             plan or arrangement. Depending on the participant's
                             personal situation, the contract's guaranteed benefits may
                             have limited usefulness because of required minimum
                             distributions ("RMDs"). (For more information, see "Tax
                             information" later in this prospectus.)
-----------------------------------------------------------------------------------------
PERSONAL INCOME BENEFIT      If available, the Personal Income Benefit guarantees that
                             you can take withdrawals from your Personal Income Benefit
                             account value up to your Guaranteed Annual Withdrawal
                             Amount beginning at age 65 or later and subject to a
                             distributable event (For example, the plan terminates or
                             when you are no longer employed by the employer sponsoring
                             the plan. Some plans, however, may allow participants to
                             begin taking Guaranteed Annual Withdrawal Amount payments
                             while still employed by the employer sponsoring the plan.)
                             Withdrawals of your Guaranteed Annual Withdrawal Amount
                             between the ages of 59 1/2 and 65 are available but will
                             result in a reduced Guaranteed Annual Withdrawal Amount.
                             Withdrawals are taken from your Personal Income Benefit
                             account value and continue during your lifetime even if
                             your Personal Income Benefit account value falls to zero
                             (unless the reduction to zero is caused by a withdrawal
                             that exceeds your Guaranteed Annual Withdrawal Amount).
                             EARLY WITHDRAWALS FROM YOUR PERSONAL INCOME BENEFIT ACCOUNT
                             VALUE OR WITHDRAWALS FROM YOUR PERSONAL INCOME BENEFIT
                             ACCOUNT VALUE THAT EXCEED YOUR GUARANTEED ANNUAL WITHDRAWAL
                             AMOUNT MAY SIGNIFICANTLY REDUCE OR ELIMINATE THE VALUE OF
                             THE PERSONAL INCOME BENEFIT. Amounts allocated in
                             connection with the Personal Income Benefit feature are
                             limited to the Personal Income Benefit variable investment
                             options. You generally may not transfer amounts out of the
                             Personal Income Benefit variable investment options to the
                             Non-Personal Income Benefit investment options. For more
                             information, see "Personal Income Benefit" in "Contract
                             features and benefits" later in this prospectus.
-----------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS         .   $20 (minimum) each contribution
                             .   Maximum contribution limitations apply to all contracts.
                             ------------------------------------------------------------
                             In general, contributions are limited to $1.5 million
                             ($500,000 for owners or annuitants who are age 81 and older
                             at issue) under all EQUI-VEST(R) series, EQUI-VEST At
                             Retirement(R) and At Retirement/SM/ contracts with the same
                             participant or owner. Also, we may refuse to accept any
                             contribution if the sum of all contributions under all AXA
                             Equitable annuity accumulation contracts/certificates of
                             which you are owner or under which you are the participant
                             would total $2,500,000. Upon advance notice to you, we may
                             exercise certain rights we have under the
                             contract/certificate regarding contributions. We may also,
                             at any time, exercise our right to close a variable
                             investment option to new contributions or transfers. For
                             more information, see "How you can contribute to your
                             certificate" in "Contract features and benefits" later in
                             this prospectus.
-----------------------------------------------------------------------------------------


                                      9

  EQUI-VEST(R) STRATEGIES (SERIES 900) GROUP ANNUITY CONTRACT AT A GLANCE --
                                 KEY FEATURES







                       
--------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY      .   Partial withdrawals
                          .   Loans (if permitted by your plan)
                          .   Withdrawals of your Guaranteed Annual Withdrawal Amount
                              (if you funded the Personal Income Benefit feature)
                          .   Several periodic withdrawal options
                          .   Certificate surrender
                          Withdrawals are subject to the terms of the plan and may be
                          limited. You may incur a withdrawal charge for certain
                          withdrawals or if you surrender your certificate. You may
                          also incur income tax and a penalty tax.
--------------------------------------------------------------------------------------
DEATH BENEFIT PROTECTION  The contract provides a death benefit for the beneficiary.
                          The death benefit is equal to the account value or the
                          standard death benefit, whichever is higher. However, if
                          you elect the enhanced death benefit, the death benefit is
                          equal to your account value (less any outstanding loan and
                          accrued loan interest) or the enhanced death benefit,
                          whichever is higher.
--------------------------------------------------------------------------------------
PAYOUT OPTIONS            .   Fixed annuity payout options
                          .   Variable Immediate Annuity payout options (described in
                              a separate prospectus for that option)
--------------------------------------------------------------------------------------
ADDITIONAL FEATURES       .   Dollar cost averaging by automatic transfers
                             -- Interest sweep option
                             -- Fixed dollar option
                          .   Rebalancing of your Non-Personal Income Benefit account
                              value (quarterly, semiannually, and annually)
                          .   No charge on transfers among investment options
                          .   Waiver of withdrawal charge under certain circumstances
                          .   Beneficiary continuation option
--------------------------------------------------------------------------------------
FEES AND CHARGES          Please see "Fee table" later in this prospectus for
                          complete details.
--------------------------------------------------------------------------------------
PARTICIPANT ISSUE AGES    .   0-85
--------------------------------------------------------------------------------------


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, OR MAY BE IMPOSED BY EMPLOYERS UNDER THEIR PLANS. THE CONTRACT MAY NOT
CURRENTLY BE AVAILABLE IN ALL STATES. CERTAIN FEATURES AND BENEFITS DESCRIBED
IN THIS PROSPECTUS, INCLUDING THE AVAILABILITY OF ALL INVESTMENT OPTIONS, MAY
VARY IN YOUR STATE OR AT CERTAIN AGES OR UNDER YOUR INVESTMENT METHOD; ALL
FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL CONTRACTS OR IN ALL STATES.
YOUR EMPLOYER MAY ELECT NOT TO OFFER ALL OF THE INVESTMENT OPTIONS UNDER THE
CONTRACT AS DESCRIBED IN THIS PROSPECTUS. PLEASE SEE APPENDIX IV LATER IN THIS
PROSPECTUS FOR MORE INFORMATION ON STATE AVAILABILITY AND/OR VARIATIONS OF
CERTAIN FEATURES AND BENEFITS.

The general obligations and any guaranteed benefits under the contract,
including the Personal Income Benefit, are supported by AXA Equitable's general
account and are subject to AXA Equitable's claims paying ability. Owners and
participants 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 more detailed information, we urge you to read the contents of this
prospectus, as well as your certificate. 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 group deferred
annuity contract, your participation certificate and any endorsements, riders
and data pages are the entire contract between you and AXA Equitable. The
prospectus and participation certificate 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 certificate, 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" in
"Contract features and benefits" later in this prospectus for additional
information.


The EQUI-VEST(R) contract and its riders are made available to either all plan
participants or, in the case of the Personal Income Benefit, a group of plan
participants. For retirement plans subject to nondiscrimination testing, we
believe that a plan's offering of the Personal Income Benefit does not
discriminate in favor of highly compensated employees because it satisfies both
the current availability and the effective availability tests of Treasury
Regulation section 1.401(a)(4)-4. However, plan sponsors should consult with an
independent tax or ERISA advisor to discuss use of the Personal Income Benefit
in the specific context of a plan subject to such testing.


                                      10

  EQUI-VEST(R) STRATEGIES (SERIES 900) GROUP ANNUITY CONTRACT AT A GLANCE --
                                 KEY FEATURES





Fee table

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


The first table describes fees and expenses that you will pay at the time that
you make certain withdrawals, surrender your certificate, purchase a Variable
Immediate Annuity payout option or make certain transfers and rollovers.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.



----------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME
 YOU REQUEST CERTAIN TRANSACTIONS
----------------------------------------------------------------------------------------------------------
                                                     
Maximum withdrawal charge as a percentage of the
amount withdrawn (deducted when you surrender your
certificate or make certain withdrawals)                6.00%

Charge for third-party transfer or direct rollover/(1)/ $65 maximum per participant for each occurrence;
Special services charges                                currently $25 per participant for each occurrence
 .   Wire transfer charge/(2)/                          $90 (current and maximum)
 .   Express mail charge/(2)/                           $35 (current and maximum)
----------------------------------------------------------------------------------------------------------




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



---------------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 PARTICIPATION DATE ANNIVERSARY/(3)/
---------------------------------------------------------------------------------------------------------------
                                                     
Maximum annual administrative charge                    The lesser of a current charge of $30 (maximum $65)
                                                        or 2% of your account value plus any prior withdrawals
                                                        during the participation year.
Net loan interest charge -- (calculated as a
percentage of the outstanding loan amount and deducted
at the time the loan repayment is received)             2.00%/(4)/



---------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT
 OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET
 ASSETS
---------------------------------------------------------------------------------
                                                     

Separate Account annual expenses/(5)/                   0.25% to 1.20% (maximum)



------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF
 YOU ELECT THE ENHANCED DEATH BENEFIT
------------------------------------------------------------------------
                                                     

Enhanced death benefit charge (as a percentage of your
account value) is deducted annually on each
participation date anniversary                          0.15% (maximum)



------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR PERSONAL INCOME BENEFIT
 ACCOUNT VALUE EACH YEAR IF YOU ELECT THE FOLLOWING
 BENEFIT
------------------------------------------------------------------------------------
                                                     

Personal Income Benefit charge (calculated as a
percentage of your Personal Income Benefit account
value)/(6)/                                             1.00% (current and maximum)

Please see "Personal Income Benefit" in "Contract features and benefits" for more
information about this feature, and "Personal Income Benefit charge" in "Charges
and expenses" later in this prospectus.
------------------------------------------------------------------------------------
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 your
certificate. 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 2014 (expenses that are deducted from portfolio  Lowest Highest
assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(*)/        0.62%  6.01%
-------------------------------------------------------------------------------------------------------------



                                      11

                                   FEE TABLE







Notes:


(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.





---------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(7)/  Lowest Highest
                                                                                                             0.62%  1.43%
---------------------------------------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)This charge will never exceed 2% of the amount disbursed or transferred.

(2)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(3)Depending on your Employer's plan, we may be instructed to withdraw a plan
   operating expense charge from your account value for administrative and
   record-keeping services related to the contract. The charge is determined
   through an arrangement between your Employer and a third-party. We will
   remit the amount withdrawn to either your Employer or your Employer's
   designee. Please refer to your contract for more information.

(4)We charge interest on loans under your certificate 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 "Accessing your money" later in
   this prospectus for more information on how the loan interest is calculated
   and for restrictions that may apply.

(5)For mortality and expense risks, and administrative and financial accounting
   expenses. A portion of this charge is for providing the death benefit. For
   contracts issued in Texas under a Texas ORP Plan, the total Separate Account
   charges and the total portfolio operating expenses of the Trusts when added
   together are not permitted to exceed 2.75%.

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


(7)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the portfolios.


EXAMPLES: EQUI-VEST(R) STRATEGIES CONTRACTS

These examples are intended to help you compare the cost of investing in the
EQUI-VEST(R) Strategies 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 the underlying Trust fees
and expenses (including the underlying portfolio fees and expenses). For a
complete description of portfolio charges and expenses, please see the
prospectus for each Trust.

The guaranteed interest option and the fixed maturity options are not covered
in these examples. However, the withdrawal charge, the enhanced death benefit
charge, the third-party transfer or rollover charge, and the charge if you
elect a Variable Immediate Annuity payout option do apply to amounts in the
guaranteed interest option and the fixed maturity options. The examples assume
the election of the enhanced death benefit. A market value adjustment (up or
down) will apply as a result of a withdrawal, transfer, or surrender of amounts
from a fixed maturity option.


Both examples below show the expenses a hypothetical contract owner would pay
in the situations illustrated. The examples use an average annual
administrative charge based on charges paid in 2014, which results in an
estimated charge of 0.0632% of account value.


These examples should not be considered a representation of past or future
expenses for the options shown. Actual expenses may be greater or less than
those shown. Similarly, the annual rate of return assumed in these examples is
not an estimate or guarantee of future investment performance.


The first example assumes that you invest $10,000 in the Personal Income
Benefit variable investment options for the time periods indicated, and that
your investment has a 5% return each year. Other than the charge for the
Personal Income Benefit, the example also assumes separate account annual
expenses and that amounts are allocated to the Personal Income Benefit variable
investment options that invest in portfolios with (a) maximum fees and
expenses, and (b) minimum fees and expenses (before expense limitations).





------------------------------------------------------------------------------------------------------
                                                               IF YOU DO NOT SURRENDER YOUR
                     IF YOU SURRENDER YOUR CERTIFICATE AT THE CERTIFICATE 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  $921     $1,697    $2,492     $4,061     $374     $1,136    $1,917     $3,958
------------------------------------------------------------------------------------------------------
(b)assuming minimum
   fees and
   expenses of any
   of the Portfolios  $910     $1,665    $2,441     $3,960     $362     $1,102    $1,862     $3,856
------------------------------------------------------------------------------------------------------



(1)Please see "Withdrawal charge" in "Charges and Expenses" later in this
   prospectus for more information on withdrawal charge waivers upon
   annuitization.

The second example assumes that you invest $10,000 in the Non-Personal Income
Benefit variable investment options for the time periods indicated, with no
allocations to the Personal Income Benefit variable investment options and that
your investment has a 5% return each year. The example also assumes separate
account annual expenses and that amounts are allocated to the Non-Personal
Income Benefit variable investment options that invest in portfolios with (a)
maximum fees and expenses, and (b) minimum fees and expenses (before expense
limitations).


                                      12

                                   FEE TABLE












------------------------------------------------------------------------------------------------------
                                                               IF YOU DO NOT SURRENDER YOUR
                     IF YOU SURRENDER YOUR CERTIFICATE AT THE CERTIFICATE 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 $1,304    $2,768    $4,152     $6,949     $779     $2,272    $3,683     $6,881
------------------------------------------------------------------------------------------------------
(b)assuming minimum
   fees and
   expenses of any
   of the Portfolios $  769    $1,246    $1,752     $2,550     $213     $  659    $1,130     $2,431
------------------------------------------------------------------------------------------------------



(1)Please see "Withdrawal charge" in "Charges and Expenses" later in this
   prospectus for more information on withdrawal charge waivers upon
   annuitization.


CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this prospectus for information about the
unit values and number of units outstanding as of the period shown for each of
the variable investment options available as of December 31, 2014.


                                      13

                                   FEE TABLE





1. Contract features and benefits

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

HOW YOU CAN CONTRIBUTE TO YOUR CERTIFICATE

Payments made to us are called "contributions." We require a minimum
contribution amount of $20. If the total annual contributions to a TSA contract
will be at least $200 annually, we may accept contributions of less than $20.
We may, at any time, exercise our right to close a variable investment option
to new contributions or transfers. The following table summarizes our rules
regarding contributions to your certificate.

--------------------------------------------------------------------------------
THE 12-MONTH PERIOD BEGINNING ON THE PARTICIPANT'S DATE AND EACH 12-MONTH
PERIOD THEREAFTER IS A "PARTICIPATION YEAR." THE "PARTICIPATION DATE" MEANS THE
EARLIER OF (A) THE BUSINESS DAY ON WHICH WE ISSUE A CERTIFICATE TO THE PLAN
PARTICIPANT UNDER THE EQUI-VEST(R) STRATEGIES CONTRACT AND (B) THE BUSINESS DAY
ON WHICH THE FIRST CONTRIBUTION FOR THE PLAN PARTICIPANT IS RECEIVED AT OUR
PROCESSING OFFICE. FOR EXAMPLE, IF YOUR PARTICIPATION DATE IS MAY 1, YOUR
PARTICIPATION DATE ANNIVERSARY IS APRIL 30.
--------------------------------------------------------------------------------

WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO DISCONTINUE THE ACCEPTANCE OF,
AND/OR PLACE LIMITATIONS ON CONTRIBUTIONS AND TRANSFERS INTO THE CERTIFICATE
AND/OR CERTAIN INVESTMENT OPTIONS. IF YOU ACTIVATED THE PERSONAL INCOME BENEFIT
FEATURE AND WE EXERCISE OUR RIGHT TO DISCONTINUE THE ACCEPTANCE OF, AND/OR
PLACE LIMITATIONS ON CONTRIBUTIONS AND TRANSFERS INTO THE PERSONAL INCOME
BENEFIT VARIABLE INVESTMENT OPTIONS, YOU MAY NO LONGER BE ABLE TO FUND YOUR
PERSONAL INCOME BENEFIT FEATURE. THIS MEANS THAT IF YOU HAVE NOT YET ALLOCATED
AMOUNTS TO THE PERSONAL INCOME BENEFIT VARIABLE INVESTMENT OPTIONS, YOU MAY NOT
BE ABLE TO FUND THE PERSONAL INCOME BENEFIT FEATURE AT ALL. THIS ALSO MEANS
THAT IF YOU HAVE ALREADY FUNDED THE PERSONAL INCOME BENEFIT FEATURE BY
ALLOCATING AMOUNTS TO THE PERSONAL INCOME BENEFIT VARIABLE INVESTMENT OPTIONS,
YOU MAY NO LONGER BE ABLE TO INCREASE YOUR GUARANTEED ANNUAL WITHDRAWAL AMOUNT
THROUGH CONTRIBUTIONS AND TRANSFERS.




------------------------------------------------------------------------------------
 CONTRACT TYPE      SOURCE OF CONTRIBUTIONS           LIMITATIONS ON CONTRIBUTIONS
------------------------------------------------------------------------------------
                                             
TSA              .   Employer-remitted employee    .   For 2015, maximum amount of
                     salary reduction and/or           employer and employee
                     various types of employer         contributions is generally
                     contributions.                    the lesser of $53,000 or
                 .   Additional "catch-up"             100% of compensation, with
                     contributions.                    maximum salary reduction
                 .   Only if plan permits,             contribution of $18,000.
                     "designated Roth"             .   If employer's plan permits,
                     contributions under Section       an individual at least age
                     402A of the Code.                 50 at any time during 2015
                 .   Only if plan permits, direct      can make up to $6,000
                     plan-to-plan transfers from       additional salary reduction
                     another 403(b) plan or            "catch-up" contributions.
                     contract exchanges from       .   All salary reduction
                     another 403(b) contract           contributions (whether
                     under the same plan.              pre-tax or designated Roth)
                 .   Only if plan permits,             may not exceed the total
                     eligible rollover                 maximum (For 2015, $18,000
                     distributions from other          and age 50 catch-up of
                     403(b) plans, qualified           $6,000).
                     plans, governmental employer  .   Rollover or direct transfer
                     457(b) EDC plans and              contributions after age
                     traditional IRAs.                 70 1/2 must be net of any
                                                       required minimum
                                                       distributions.
                                                   .   Different sources of
                                                       contributions and earnings
                                                       may be subject to withdrawal
                                                       restrictions.
------------------------------------------------------------------------------------
Governmental     .   Employer-remitted employee    .   Contributions subject to
Employer EDC         salary reduction and/or           plan limits. Maximum
                     employer contributions.           contribution for 2015 is
                 .   Additional "age 50 catch-up"      lesser of $18,000 or 100% of
                     contributions.                    includible compensation.
                 .   Only if plan permits,         .   If plan permits, an
                     "designated Roth"                 individual may make catch-up
                     contributions under Sections      contributions for 3 years of
                     457 and 402A of the Code.         service preceding plan
                 .   Only if the plan permits,         retirement age; 2015 maximum
                     eligible rollover                 is $36,000.
                     distributions from other      .   If governmental employer
                     governmental employer 457(b)      457(b) EDC plan permits, an
                     EDC plans, 403(b) plans,          individual at least age 50
                     qualified plans and               at any time during 2015 can
                     traditional IRAs.                 make up to $6,000 additional
                                                       salary reduction "catch- up"
                                                       contributions. This must be
                                                       coordinated with the
                                                       "catch-up" contributions for
                                                       3 years of service preceding
                                                       plan retirement age.
------------------------------------------------------------------------------------



See "Tax information" later 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 certificate, see
"Dates and prices at which certificate events occur" in "More information"
later in this prospectus. Please review your certificate for information on
contribution limitations.

                                      14

                        CONTRACT FEATURES AND BENEFITS






HOW EQUI-VEST(R) STRATEGIES IS AVAILABLE

The contract is offered to fund certain TSA and governmental employer EDC
plans. The plan trustee or the employer will be the EQUI-VEST(R) Strategies
contract holder and participants under the plans will be covered by the
contract. The maximum issue age for the participant is 85.

HOW CONTRIBUTIONS CAN BE MADE

Except as noted below, contributions must be made by check drawn on a U.S.
bank, in U.S. dollars and made payable to "AXA Equitable." We do not accept
third-party checks endorsed to us except for rollover contributions, or trustee
checks that involve no refund. 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 certain employer-remitted salary reduction contracts, it is possible that
we may receive your initial contribution prior to AXA Advisors receiving your
application. In this case, we will hold the contribution, whether received via
check or wire, in a non-interest bearing "Special Bank Account for the
Exclusive Benefit of Customers." If AXA Advisors does not receive your
application within 20 business days, we will return your contribution to your
employer or its designee.

If AXA Advisors receives your application within this timeframe, AXA Advisors
will direct us to continue to hold your contribution in the special bank
account noted immediately above while AXA Advisors ensures that your
application is complete and suitability standards are met. AXA Advisors will
either complete this process or instruct us to return your contribution to your
employer or its designee within the applicable Financial Industry Regulatory
Authority ("FINRA") time requirements. Upon timely and successful completion of
this review, AXA Advisors will instruct us to transfer your contribution into
our non-interest bearing suspense account and transmit your application to us,
so that we can consider your application for processing.

If your application is in good order when we receive it for application
processing purposes, your contribution will be applied within two business
days. If any information we require to issue your contract is missing or
unclear, we will hold your contribution 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 enrollment form, we
will inform the financial professional submitting the application on your
behalf. We will then return the contribution to your employer or its designee,
unless you or your financial professional acting 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" IN
"MORE INFORMATION" LATER IN THIS PROSPECTUS.
--------------------------------------------------------------------------------

Your employer can discontinue contributions at any time. We can discontinue
contributions under the contract upon a material breach by your employer of the
terms and conditions of the contract. If contributions are discontinued, all
terms and conditions of the contract will still apply, however, no additional
contributions will be accepted by us.

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options, subject to any employer plan limitations, are the
variable investment options, the guaranteed interest option, and the fixed
maturity options available under the investment method you or your employer
selects. See "Selecting your investment method" later in this prospectus. We
may, at any time, exercise our rights to change, limit or amend the number of
investment options an employer may elect or to close a variable investment
option to new contributions or transfers.

Subject to availability in your plan, if you are between the ages of 45 and 85,
you have the option of allocating amounts to the Personal Income Benefit
variable investment options. Allocations may be made by salary deferral
contributions (pre-tax and Roth), employer contributions, and lump sum
transfers and rollover contributions from another provider. Your allocation to
the Personal Income Benefit variable investment options may also be a transfer
from your Non-Personal Income Benefit investment options. Your initial
allocation to the Personal Income Benefit variable investment options must
total at least $1,000.

The amounts that you allocate to the Personal Income Benefit variable
investment options may represent all or just a portion of your contribution or
transfer. In other words, you do not have to allocate the full amount of any
contribution or transfer to the Personal Income Benefit variable investment
options. Through your allocation instructions to us, you can select from among
the Personal Income Benefit variable investment options and the Non-Personal
Income Benefit investment options available to you. Also, if you allocate
amounts to the Personal Income Benefit variable investment options, you may
later decide to change your allocation instructions in order to increase,
decrease or stop future allocations to these investment options. Once you begin
receiving your Guaranteed Annual Withdrawal Amount payments, you will no longer
be able to make contributions or transfers to the Personal Income Benefit
variable investment options. Also, we reserve the right to limit or terminate
contributions and transfers to the Personal Income Benefit variable investment
options.

BY ALLOCATING AT LEAST $1,000 OF YOUR TOTAL CONTRIBUTION OR TRANSFER AMOUNT TO
THE PERSONAL INCOME BENEFIT VARIABLE INVESTMENT OPTIONS, YOU ARE ACTIVATING THE
PERSONAL INCOME BENEFIT FEATURE. THIS IS THE ONLY WAY IN WHICH YOU CAN ACTIVATE
THIS BENEFIT. No other action is required of you. If you do not wish to
activate the Personal Income Benefit feature, you should not allocate any
amount to the Personal Income Benefit variable investment options. All amounts
allocated to the Personal Income Benefit variable investment options are
subject to the terms and conditions of the Personal Income Benefit feature.
Also, please note that a separate charge for the Personal Income Benefit
feature will be incurred as of the date you allocate amounts to the Personal
Income Benefit variable investment options.

                                      15

                        CONTRACT FEATURES AND BENEFITS







Once you allocate amounts to the Personal Income Benefit variable investment
options, such amounts may be transferred among the Personal Income Benefit
variable investment options, but generally may not be transferred to the
Non-Personal Income Benefit investment options. The Personal Income Benefit
feature is discussed in detail later in this section under "Personal Income
Benefit."

Currently, the Personal Income Benefit variable investment options are limited
to those listed below. It is important to note that they are also available
without the Personal Income Benefit feature. To show that these variable
investment options are available both with and without the Personal Income
Benefit feature, our administrative forms and website often show separate lists
for the Personal Income Benefit variable investment options and the
Non-Personal Income Benefit variable investment options, as shown in the table
below. We do this so you can easily indicate those amounts you wish to have
allocated in connection with the Personal Income Benefit feature and those
amounts that you wish to have allocated to your Non-Personal Income Benefit
variable investment options.


---------------------------------------------------------------------------
                                      FOR ALLOCATIONS TO YOUR NON-PERSONAL
 FOR ALLOCATIONS TO YOUR PERSONAL     INCOME BENEFIT
 INCOME BENEFIT ACCOUNT VALUE         ACCOUNT VALUE
---------------------------------------------------------------------------
.. Personal Income Benefit AXA         . AXA Balanced Strategy
  Balanced Strategy
.. Personal Income Benefit AXA         . AXA Conservative Growth Strategy
  Conservative Growth Strategy
.. Personal Income Benefit AXA         . AXA Conservative Strategy
  Conservative Strategy
.. Personal Income Benefit AXA         . AXA Moderate Growth Strategy
  Moderate Growth Strategy
.. Personal Income Benefit AXA/AB      . AXA/AB Dynamic Moderate Growth
  Dynamic Moderate Growth
---------------------------------------------------------------------------


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.

--------------------------------------------------------------------------------
YOU CAN CHOOSE FROM AMONG THE VARIABLE INVESTMENT OPTIONS, THE GUARANTEED
INTEREST OPTION AND FIXED MATURITY OPTIONS, SUBJECT TO CERTAIN RESTRICTIONS AND
YOUR EMPLOYER'S PLAN LIMITATIONS.
--------------------------------------------------------------------------------

                                      16

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUSTS


We offer both affiliated and unaffiliated Trusts, which in turn offer one or
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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
affiliated Portfolios, AXA FMG has entered into sub-advisory agreements with
one or more investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the Portfolios. As such, among other
responsibilities, AXA FMG 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 affiliated 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. In addition, AXA FMG receives management fees and
administrative fees in connection with the services it provides to the
affiliated Portfolios. As such, it is generally more profitable for us to offer
affiliated Portfolios than to offer unaffiliated Portfolios.


AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees
and additional payments from certain unaffiliated Portfolios, their advisers,
sub-advisers, distributors or affiliates, for providing certain administrative,
marketing, distribution and/or shareholder support services. These fees and
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily
net assets. The Distributors may also receive payments from the advisers or
sub-advisers of the unaffiliated Portfolios or their affiliates for certain
distribution services, including expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
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, as
well as the Portfolios' investment management fees and administrative expenses,
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.

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest that contract
owners consider whether allocating some or all of their total 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 Fund
of Fund Portfolios than certain other Portfolios available to you under your
contract. Please see "Allocating your contributions" later in this section for
more information about your role in managing your allocations.

As described in more detail in the Portfolio prospectuses, the AXA Managed
Volatility Portfolios may utilize a proprietary volatility management strategy
developed by AXA FMG (the "AXA volatility management strategy"), and, in
addition, certain AXA Fund of Fund Portfolios may invest in affiliated
Portfolios that utilize this strategy. The AXA volatility management strategy
uses futures and options, such as exchange-traded futures and options contracts
on securities indices, to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is above
specific thresholds set for the Portfolio. When market volatility is increasing
above the specific thresholds set for a Portfolio utilizing the AXA volatility
management strategy, the manager of the Portfolio may reduce equity exposure.
Although this strategy is intended to reduce the overall risk of investing in
the Portfolio, it may not effectively protect the Portfolio from market
declines and may increase its losses. Further, during such times, the
Portfolio's exposure to equity securities may be less than that of a
traditional equity portfolio. This may limit the Portfolio's participation in
market gains and result in periods of underperformance, including those periods
when the specified benchmark index is appreciating, but market volatility is
high. It may also impact the value of certain guaranteed benefits, as discussed
below.


The AXA Managed Volatility Portfolios that include the AXA volatility
management strategy as part of their investment objective and/or principal
investment strategy, and the AXA Fund of Fund Portfolios that invest in
Portfolios that use the AXA volatility management strategy, are identified
below in the chart by a "(check mark)" under the column entitled "Volatility
Management."


You should be aware that having the Personal Income Benefit and/or certain
other guaranteed benefits, limits your ability to invest in some of the
variable investment options that would otherwise be available to you under the
contract. See "Allocating your contributions" under "Contract features and
benefits" for more information about the investment restrictions under your
contract.


Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy), and investment option restrictions in
connection with any guaranteed benefit that include these Portfolios are
designed to reduce the overall volatility of your total account value and
provide you with risk-adjusted returns over time. The reduction in volatility
helps us manage the risks associated with providing guaranteed benefits during
times of high volatility in the equity market. During rising markets, the AXA
volatility management strategy, however, could result in your total account
value rising less than would have been the case had you been invested in a
Portfolio that does not utilize the AXA volatility management strategy (or, in
the case of the AXA Fund of Fund Portfolios, invest exclusively in other
Portfolios that do not use the AXA volatility management strategy). This may
effectively suppress the value of guaranteed benefit(s) that are eligible for
periodic Ratchet Base resets because your Ratchet Base is available for resets
only when your Personal Income Benefit account value is higher. Conversely,
investing in investment options that feature a managed-volatility strategy may
be helpful in a declining market when high market volatility triggers a
reduction in the investment option's equity exposure because during these
periods of high


                                      17

                        CONTRACT FEATURES AND BENEFITS






volatility, the risk of losses from investing in equity securities may
increase. In these instances, your account value may decline less than would
have been the case had you not been invested in investment options that feature
a volatility management strategy.


Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that
differ from the AXA volatility management strategy. Affiliated Portfolios that
utilize these volatility management techniques are identified below in the
chart by a "(delta)" under the column entitled "Volatility Management." Any
such unaffiliated Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your total account value
and guaranteed benefit(s), if any, in the same manner described above. Please
see the Portfolio prospectuses for more information about the Portfolios'
objective and strategies.


Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in contracts with no ATP feature, such as
yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract owners
invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of account value out of one or
      more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




-------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                                       INVESTMENT MANAGER
 PORTFOLIO                                                                     (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/         SHARE CLASS  OBJECTIVE                                    AS APPLICABLE)         MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                          
AXA AGGRESSIVE        Class B     Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  ALLOCATION                      appreciation.                                    Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE      Class B     Seeks to achieve a high level of current     .   AXA Equitable      (check mark)
  ALLOCATION                      income.                                          Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA                   Class B     Seeks to achieve current income and          .   AXA Equitable      (check mark)
  CONSERVATIVE-PLUS               growth of capital, with a greater                Funds Management
  ALLOCATION                      emphasis on current income.                      Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA MODERATE          Class A     Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  ALLOCATION                      appreciation and current income.                 Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS     Class B     Seeks to achieve long-term capital           .   AXA Equitable      (check mark)
  ALLOCATION                      appreciation and current income, with a          Funds Management
                                  greater emphasis on capital                      Group, LLC
                                  appreciation.
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/                       Seeks long-term capital appreciation and     .   AXA Equitable
  INTERNATIONAL                   current income, with a greater emphasis          Funds Management
  MODERATE/(1)/                   on current income.                               Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/           Class A     Seeks to achieve high total return           .   AXA Equitable
  MULTI-SECTOR BOND               through a combination of current                 Funds Management
                                  income and capital appreciation.                 Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ REAL                  Seeks to achieve maximum real return.        .   AXA Equitable
  ASSETS/(1)/                                                                      Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL     Class B     Seeks to achieve long-term growth of         .   AXA Equitable
  CAP GROWTH                      capital.                                         Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL     Class B     Seeks to achieve long-term growth of         .   AXA Equitable
  CAP VALUE                       capital.                                         Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
TARGET 2015           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-------------------------------------------------------------------------------------------------------------------



                                      18

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                                       INVESTMENT MANAGER
 PORTFOLIO                                                                     (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/         SHARE CLASS  OBJECTIVE                                    AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
                                                                                          
TARGET 2025           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-----------------------------------------------------------------------------------------------------------------
TARGET 2035           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-----------------------------------------------------------------------------------------------------------------
TARGET 2045           Class B     Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION                      consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC
-----------------------------------------------------------------------------------------------------------------
TARGET 2055                       Seeks the highest total return over time     .   AXA Equitable
  ALLOCATION/(1)/                 consistent with its asset mix. Total return      Funds Management
                                  includes capital growth and income.              Group, LLC





-------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                           INVESTMENT MANAGER
 PORTFOLIO                                                                     (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/           SHARE CLASS   OBJECTIVE                                 AS APPLICABLE)         MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                          
ALL ASSET              Class IB      Seeks long-term capital appreciation and  .   AXA Equitable
  AGGRESSIVE - ALT                   current income, with a greater emphasis       Funds Management
  25                                 on capital appreciation.                      Group, LLC
-------------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH -     Class IB      Seeks long-term capital appreciation and  .   AXA Equitable
  ALT 20                             current income.                               Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
ALL ASSET              Class IB      Seeks long-term capital appreciation and  .   AXA Equitable
  MODERATE GROWTH -                  current income, with a greater emphasis       Funds Management
  ALT 15                             on current income.                            Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA 400 MANAGED        Class IB      Seeks to achieve long-term growth of      .   AllianceBernstein  (check mark)
  VOLATILITY                         capital with an emphasis on risk-             L.P.
                                     adjusted returns and managing volatility  .   AXA Equitable
                                     in the Portfolio.                             Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
-------------------------------------------------------------------------------------------------------------------
AXA 500 MANAGED        Class IB      Seeks to achieve long-term growth of      .   AllianceBernstein  (check mark)
  VOLATILITY                         capital with an emphasis on risk-             L.P.
                                     adjusted returns and managing volatility  .   AXA Equitable
                                     in the Portfolio.                             Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
-------------------------------------------------------------------------------------------------------------------
AXA 2000 MANAGED       Class IB      Seeks to achieve long-term growth of      .   AllianceBernstein  (check mark)
  VOLATILITY                         capital with an emphasis on risk-             L.P.
                                     adjusted returns and managing volatility  .   AXA Equitable
                                     in the Portfolio.                             Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
-------------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC                       Seeks to achieve total return from long-  .   AllianceBernstein    (delta)
  MODERATE                           term growth of capital and income.            L.P.
   GROWTH/(2)/
-------------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP       Class IB      Seeks to achieve long-term growth of      .   AllianceBernstein
  GROWTH/(3)/                        capital.                                      L.P.
-------------------------------------------------------------------------------------------------------------------
AXA BALANCED           Class IB      Seeks long-term capital appreciation and  .   AXA Equitable      (check mark)
  STRATEGY                           current income                                Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class IB      Seeks current income and growth of        .   AXA Equitable      (check mark)
  GROWTH STRATEGY                    capital, with a greater emphasis on           Funds Management
                                     current income.                               Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE       Class IB      Seeks a high level of current income.     .   AXA Equitable      (check mark)
  STRATEGY                                                                         Funds Management
                                                                                   Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA/DOUBLELINE                       Seeks to maximize current income and      .   DoubleLine
  OPPORTUNISTIC                      total return.                                 Capital LP
  CORE PLUS
  BOND/(1)/
-------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN           Class IB      Seeks to maximize income while            .   AXA Equitable      (check mark)
  BALANCED MANAGED                   maintaining prospects for capital             Funds Management
  VOLATILITY                         appreciation with an emphasis on risk-        Group, LLC
                                     adjusted returns and managing volatility  .   BlackRock
                                     in the Portfolio.                             Investment
                                                                                   Management, LLC
                                                                               .   Franklin
                                                                                   Advisers, Inc.
-------------------------------------------------------------------------------------------------------------------



                                      19

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                            INVESTMENT MANAGER
 PORTFOLIO                                                                      (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/           SHARE CLASS   OBJECTIVE                                  AS APPLICABLE)         MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                           
AXA/FRANKLIN SMALL     Class IB      Seeks to achieve long-term total return    .   AXA Equitable      (check mark)
  CAP VALUE MANAGED                  with an emphasis on risk-adjusted returns      Funds Management
  VOLATILITY                         and managing volatility in the Portfolio.      Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Franklin Advisory
                                                                                    Services, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN           Class IB      Primarily seeks capital appreciation and   .   AXA Equitable      (check mark)
  TEMPLETON                          secondarily seeks income.                      Funds Management
  ALLOCATION                                                                        Group, LLC
  MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY      Class IB      Seeks to achieve long-term capital         .   AXA Equitable      (check mark)
  MANAGED VOLATILITY                 appreciation with an emphasis on risk-         Funds Management
                                     adjusted returns and managing volatility       Group, LLC
                                     in the Portfolio.                          .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Morgan Stanley
                                                                                    Investment
                                                                                    Management Inc.
                                                                                .   OppenheimerFunds,
                                                                                    Inc.
--------------------------------------------------------------------------------------------------------------------
AXA/HORIZON SMALL                    Seeks to achieve long-term growth of       .   AXA Equitable
  CAP VALUE/(1)/                     capital                                        Funds Management
                                                                                    Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Horizon Asset
                                                                                    Management LLC
--------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB      Seeks to achieve long-term growth of       .   AXA Equitable      (check mark)
  CORE MANAGED                       capital with an emphasis on risk-              Funds Management
  VOLATILITY                         adjusted returns and managing volatility       Group, LLC
                                     in the Portfolio.                          .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   EARNEST Partners,
                                                                                    LLC
                                                                                .   Massachusetts
                                                                                    Financial
                                                                                    Services Company
                                                                                    d/b/a MFS
                                                                                    Investment
                                                                                    Management
                                                                                .   Hirayama
                                                                                    Investments, LLC
                                                                                .   WHV Investments
--------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB      Seeks to achieve long-term growth of       .   AllianceBernstein  (check mark)
  MANAGED VOLATILITY                 capital with an emphasis on risk-              L.P.
                                     adjusted returns and managing volatility   .   AXA Equitable
                                     in the Portfolio.                              Funds Management
                                                                                    Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
--------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL      Class IB      Seeks to provide current income and        .   AXA Equitable      (check mark)
  VALUE MANAGED                      long-term growth of income,                    Funds Management
  VOLATILITY                         accompanied by growth of capital with          Group, LLC
                                     an emphasis on risk-adjusted returns       .   BlackRock
                                     and managing volatility in the Portfolio.      Investment
                                                                                    Management, LLC
                                                                                .   Northern Cross,
                                                                                    LLC
--------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE     Class IB      Seeks to achieve long-term growth of       .   AXA Equitable      (check mark)
  MANAGED VOLATILITY                 capital with an emphasis on risk-              Funds Management
                                     adjusted returns and managing volatility       Group, LLC
                                     in the Portfolio.                          .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Capital Guardian
                                                                                    Trust Company
                                                                                .   Institutional
                                                                                    Capital LLC
                                                                                .   Thornburg
                                                                                    Investment
                                                                                    Management, Inc.
--------------------------------------------------------------------------------------------------------------------



                                      20

                        CONTRACT FEATURES AND BENEFITS









--------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                            INVESTMENT MANAGER
 PORTFOLIO                                                                      (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/           SHARE CLASS   OBJECTIVE                                  AS APPLICABLE)         MANAGEMENT
--------------------------------------------------------------------------------------------------------------------
                                                                                           
AXA LARGE CAP          Class IB      Seeks to provide long-term capital         .   AXA Equitable      (check mark)
  GROWTH MANAGED                     growth with an emphasis on risk-               Funds Management
  VOLATILITY                         adjusted returns and managing volatility       Group, LLC
                                     in the Portfolio.                          .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Marsico Capital
                                                                                    Management, LLC
                                                                                .   T. Rowe Price
                                                                                    Associates, Inc.
                                                                                .   Wells Capital
                                                                                    Management, Inc.
--------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE    Class IA      Seeks to achieve long-term growth of       .   AllianceBernstein  (check mark)
  MANAGED VOLATILITY                 capital with an emphasis on risk-adjusted      L.P.
                                     returns and managing volatility in the     .   AXA Equitable
                                     Portfolio.                                     Funds Management
                                                                                    Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Massachusetts
                                                                                    Financial
                                                                                    Services Company
                                                                                    d/b/a MFS
                                                                                    Investment
                                                                                    Management
--------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES                    Seeks to achieve capital appreciation.     .   Loomis, Sayles &
  GROWTH                                                                            Company, L.P.
--------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE      Class IB      Seeks to achieve long-term capital         .   AXA Equitable      (check mark)
  MANAGED VOLATILITY                 appreciation with an emphasis on risk          Funds Management
                                     adjusted returns and managing volatility       Group, LLC
                                     in the Portfolio.                          .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Diamond Hill
                                                                                    Capital
                                                                                    Management, Inc.
                                                                                .   Wellington
                                                                                    Management
                                                                                    Company, LLP
--------------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH    Class IB      Seeks long-term capital appreciation and   .   AXA Equitable      (check mark)
  STRATEGY                           current income, with a greater emphasis        Funds Management
                                     on current income.                             Group, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE       Class IB      Seeks to achieve capital appreciation,     .   AXA Equitable      (check mark)
  CAP EQUITY                         which may occasionally be short-term,          Funds Management
  MANAGED VOLATILITY                 with an emphasis on risk adjusted returns      Group, LLC
                                     and managing volatility in the Portfolio.  .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Franklin Mutual
                                                                                    Advisers, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/PACIFIC GLOBAL                   Seeks to achieve long-term growth of       .   AXA Equitable
  SMALL CAP                          capital                                        Funds Management
  VALUE/(1)/                                                                        Group, LLC
                                                                                .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Pacific Global
                                                                                    Investment
                                                                                    Management Company
--------------------------------------------------------------------------------------------------------------------
AXA SMARTBETA                        Seeks to achieve long-term capital         .   AXA Rosenberg
  EQUITY/(1)/                        appreciation.                                  Management, LLC
--------------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON          Class IB      Seeks to achieve long-term capital         .   AXA Equitable      (check mark)
  GLOBAL EQUITY                      growth with an emphasis on risk adjusted       Funds Management
  MANAGED VOLATILITY                 returns and managing volatility in the         Group, LLC
                                     Portfolio.                                 .   BlackRock
                                                                                    Investment
                                                                                    Management, LLC
                                                                                .   Templeton
                                                                                    Investment
                                                                                    Counsel, LLC
--------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC     Class IB      Seeks to achieve capital appreciation and  .   BlackRock
  VALUE EQUITY                       secondarily, income.                           Investment
                                                                                    Management, LLC
--------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS     Class IB      Seeks a combination of growth and          .   Boston Advisors,
  EQUITY INCOME                      income to achieve an above-average and         LLC
                                     consistent total return.
--------------------------------------------------------------------------------------------------------------------



                                      21

                        CONTRACT FEATURES AND BENEFITS









-------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                             INVESTMENT MANAGER
 PORTFOLIO                                                                       (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/           SHARE CLASS   OBJECTIVE                                   AS APPLICABLE)         MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                            
EQ/CALVERT SOCIALLY    Class IB      Seeks to achieve long-term capital          .   Calvert
  RESPONSIBLE                        appreciation.                                   Investment
                                                                                     Management Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN    Class IB      Seeks to achieve long-term growth of        .   Capital Guardian
  RESEARCH                           capital.                                        Trust Company
-------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK        Class IA      Seeks to achieve a total return before      .   AllianceBernstein
  INDEX                              expenses that approximates the total            L.P.
                                     return performance of the Russell 3000(R)
                                     Index, including reinvestment of
                                     dividends, at a risk level consistent with
                                     that of the Russell 3000(R) Index.
-------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX     Class IB      Seeks to achieve a total return before      .   SSgA Funds
                                     expenses that approximates the total            Management, Inc.
                                     return performance of the Barclays
                                     Intermediate U.S. Government/Credit
                                     Index, including reinvestment of
                                     dividends, at a risk level consistent with
                                     that of the Barclays Intermediate U.S.
                                     Government/Credit Index.
-------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS    Class IB      Seeks to achieve long-term growth of        .   AllianceBernstein
  EQUITY PLUS                        capital.                                        L.P.
                                                                                 .   AXA Equitable
                                                                                     Funds Management
                                                                                     Group, LLC
                                                                                 .   EARNEST Partners,
                                                                                     LLC
-------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX    Class IA      Seeks to achieve a total return before      .   AllianceBernstein
                                     expenses that approximates the total            L.P.
                                     return performance of the Standard &
                                     Poor's 500 Composite Stock Price Index,
                                     including reinvestment of dividends, at a
                                     risk level consistent with that of the
                                     Standard & Poor's 500 Composite Stock
                                     Price Index.
-------------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS       Class IB      Seeks to achieve capital appreciation.      .   GAMCO Asset
  AND ACQUISITIONS                                                                   Management, Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL         Class IB      Seeks to maximize capital appreciation.     .   GAMCO Asset
  COMPANY VALUE                                                                      Management, Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS    Class IB      Seeks to achieve capital growth and         .   AXA Equitable
                                     current income.                                 Funds Management
                                                                                     Group, LLC
                                                                                 .   BlackRock
                                                                                     Investment
                                                                                     Management, LLC
                                                                                 .   First
                                                                                     International
                                                                                     Advisors, LLC
                                                                                 .   Wells Capital
                                                                                     Management, Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND     Class IB      Seeks to maximize current income.           .   AXA Equitable
                                                                                     Funds Management
                                                                                     Group, LLC
                                                                                 .   AXA Investment
                                                                                     Managers, Inc.
                                                                                 .   Post Advisory
                                                                                     Group, LLP
-------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE        Class IA      Seeks to achieve a total return before      .   AXA Equitable
  GOVERNMENT BOND                    expenses that approximates the total            Funds Management
                                     return performance of the Barclays              Group, LLC
                                     Intermediate U.S. Government Bond           .   SSgA Funds
                                     Index, including reinvestment of                Management, Inc.
                                     dividends, at a risk level consistent with
                                     that of the Barclays Intermediate U.S.
                                     Government Bond Index.
-------------------------------------------------------------------------------------------------------------------



                                      22

                        CONTRACT FEATURES AND BENEFITS









-------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                             INVESTMENT MANAGER
 PORTFOLIO                                                                       (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/           SHARE CLASS   OBJECTIVE                                   AS APPLICABLE)         MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                            
EQ/INTERNATIONAL       Class IA      Seeks to achieve a total return (before     .   AllianceBernstein
  EQUITY INDEX                       expenses) that approximates the total           L.P.
                                     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/INVESCO COMSTOCK    Class IB      Seeks to achieve capital growth and         .   Invesco Advisers,
                                     income.                                         Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE      Class IB      Seeks to achieve long-term capital          .   J.P. Morgan
  OPPORTUNITIES                      appreciation.                                   Investment
                                                                                     Management Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH    Class IB      Seeks to achieve a total return before      .   AllianceBernstein
  INDEX                              expenses that approximates the total            L.P.
                                     return performance of the Russell 1000(R)
                                     Growth Index, including reinvestment of
                                     dividends at a risk level consistent with
                                     that of the Russell 1000(R) Growth Index.
-------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE     Class IB      Seeks to achieve a total return before      .   SSgA Funds
  INDEX                              expenses that approximates the total            Management, Inc.
                                     return performance of the Russell 1000(R)
                                     Value Index, including reinvestment of
                                     dividends, at a risk level consistent with
                                     that of the Russell 1000(R) Value Index.
-------------------------------------------------------------------------------------------------------------------
EQ/MFS                 Class IB      Seeks to achieve capital appreciation.      .   Massachusetts
  INTERNATIONAL                                                                      Financial
  GROWTH                                                                             Services Company
                                                                                     d/b/a MFS
                                                                                     Investment
                                                                                     Management
-------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX       Class IB      Seeks to achieve a total return before      .   SSgA Funds
                                     expenses that approximates the total            Management, Inc.
                                     return performance of the Standard &
                                     Poor's Mid Cap 400 Index, including
                                     reinvestment of dividends, at a risk level
                                     consistent with that of the Standard &
                                     Poor's Mid Cap 400 Index.
-------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET        Class IA      Seeks to obtain a high level of current     .   The Dreyfus
                                     income, preserve its assets and maintain        Corporation
                                     liquidity.
-------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY      Class IB      Seeks to achieve capital growth.            .   Morgan Stanley
  MID CAP GROWTH                                                                     Investment
                                                                                     Management Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER         Class IB      Seeks to achieve capital appreciation.      .   OppenheimerFunds,
  GLOBAL                                                                             Inc.
-------------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL        Class IB      Seeks to achieve maximum real return,       .   Pacific
  REAL RETURN                        consistent with preservation of capital         Investment
                                     and prudent investment management.              Management
                                                                                     Company LLC
-------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA         Class IB      Seeks to generate a return in excess of     .   Pacific
  SHORT BOND                         traditional money market products while         Investment
                                     maintaining an emphasis on                      Management
                                     preservation of capital and liquidity.          Company LLC
-------------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS   Class IA      Seeks to achieve high current income        .   AllianceBernstein
                                     consistent with moderate risk to capital.       L.P.
                                                                                 .   AXA Equitable
                                                                                     Funds Management
                                                                                     Group, LLC
                                                                                 .   Pacific
                                                                                     Investment
                                                                                     Management
                                                                                     Company, LLC
-------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY       Class IB      Seeks to replicate as closely as possible   .   AllianceBernstein
  INDEX                              (before expenses) the total return of the       L.P.
                                     Russell 2000 Index.
-------------------------------------------------------------------------------------------------------------------



                                      23

                        CONTRACT FEATURES AND BENEFITS









-----------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                           INVESTMENT MANAGER
 PORTFOLIO                                                                     (OR SUB-ADVISER(S),    VOLATILITY
 NAME/(/*/)/           SHARE CLASS   OBJECTIVE                                 AS APPLICABLE)         MANAGEMENT
-----------------------------------------------------------------------------------------------------------------
                                                                                          
EQ/T. ROWE PRICE       Class IB      Seeks to achieve long-term capital        .   T. Rowe Price
  GROWTH STOCK                       appreciation and secondarily, income.         Associates, Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND      Class IB      Seeks to achieve total return through     .   UBS Global Asset
  INCOME                             capital appreciation with income as a         Management
                                     secondary consideration.                      (Americas) Inc.
-----------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO         Class IB      Seeks to achieve long-term capital        .   Wells Capital
  OMEGA GROWTH                       growth.                                       Management, Inc.
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER           Class IA      Seeks to achieve long-term growth of      .   AllianceBernstein
  AGGRESSIVE EQUITY                  capital.                                      L.P.
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   ClearBridge
                                                                                   Investments, LLC
                                                                               .   Marsico Capital
                                                                                   Management, LLC
                                                                               .   Scotia
                                                                                   Institutional
                                                                                   Asset Management
                                                                                   US, Ltd.
                                                                               .   T. Rowe Price
                                                                                   Associates, Inc.
                                                                               .   Westfield Capital
                                                                                   Management
                                                                                   Company, L.P.
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE      Class IB      Seeks to achieve a balance of high        .   AXA Equitable
  BOND                               current income and capital appreciation,      Funds Management
                                     consistent with a prudent level of risk.      Group, LLC
                                                                               .   BlackRock
                                                                                   Financial
                                                                                   Management, Inc.
                                                                               .   DoubleLine
                                                                                   Capital L.P.
                                                                               .   Pacific
                                                                                   Investment
                                                                                   Management
                                                                                   Company LLC
                                                                               .   SSgA Funds
                                                                                   Management, Inc.
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID       Class IB      Seeks to achieve long-term growth of      .   AllianceBernstein
  CAP GROWTH                         capital.                                      L.P.
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   Franklin
                                                                                   Advisers, Inc.
                                                                               .   Wellington
                                                                                   Management
                                                                                   Company, LLP
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID       Class IB      Seeks to achieve long-term growth of      .   AXA Equitable
  CAP VALUE                          capital.                                      Funds Management
                                                                                   Group, LLC
                                                                               .   BlackRock
                                                                                   Investment
                                                                                   Management, LLC
                                                                               .   Diamond Hill
                                                                                   Capital
                                                                                   Management, Inc.
                                                                               .   Knightsbridge
                                                                                   Asset Management,
                                                                                   LLC
                                                                               .   Lord, Abbett &
                                                                                   Co. LLC
-----------------------------------------------------------------------------------------------------------------
MULTIMANAGER           Class IB      Seeks to achieve long-term growth of      .   Allianz Global
  TECHNOLOGY                         capital.                                      Investors US LLC
                                                                               .   AXA Equitable
                                                                                   Funds Management
                                                                                   Group, LLC
                                                                               .   SSgA Funds
                                                                                   Management, Inc.
                                                                               .   Wellington
                                                                                   Management
                                                                                   Company, LLP
-----------------------------------------------------------------------------------------------------------------



                                      24

                        CONTRACT FEATURES AND BENEFITS









----------------------------------------------------------------------------------------------------
 AIM VARIABLE
 INSURANCE FUNDS
 (INVESCO VARIABLE
 INSURANCE                                                                    INVESTMENT MANAGER
 FUNDS) - SERIES II                                                           (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                AS APPLICABLE)
----------------------------------------------------------------------------------------------------
                                                                        
INVESCO V.I. GLOBAL  The fund's investment objective is total return through  .   Invesco Advisers,
  REAL ESTATE FUND   growth of capital and current income.                        Inc.
                                                                              .   Invesco Asset
                                                                                  Management Limited
----------------------------------------------------------------------------------------------------
INVESCO V.I. HIGH    The fund's investment objective is total return,         .   Invesco Advisers,
  YIELD FUND         comprised of current income and capital appreciation.        Inc.
----------------------------------------------------------------------------------------------------
INVESCO V.I.         The fund's investment objective is long-term growth of   .   Invesco Advisers,
  INTERNATIONAL      capital.                                                     Inc.
  GROWTH FUND
----------------------------------------------------------------------------------------------------
INVESCO V.I. MID     The fund's investment objective is long-term growth of   .   Invesco Advisers,
  CAP CORE EQUITY    capital.                                                     Inc.
  FUND
----------------------------------------------------------------------------------------------------
INVESCO V.I. SMALL   The fund's investment objective is long-term growth of   .   Invesco Advisers,
  CAP EQUITY FUND    capital.                                                     Inc.




-----------------------------------------------------------------------------------------------------
 AMERICAN FUNDS
 INSURANCE SERIES(R)                                                           INVESTMENT MANAGER
 PORTFOLIO NAME -                                                              (OR SUB-ADVISER(S),
 CLASS 4 SHARES       OBJECTIVE                                                AS APPLICABLE)
-----------------------------------------------------------------------------------------------------
                                                                         
BOND FUND/SM/         The fund's investment objective is to provide as high a  .   Capital Research
                      level of current income as is consistent with the            and Management
                      preservation of capital.                                     Company



----------------------------------------------------------------------------------------------------
 FIDELITY(R)
 VARIABLE INSURANCE
 PRODUCTS (VIP) -                                           INVESTMENT MANAGER (OR
 SERVICE CLASS 2                                            SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------------------------
                                                      
FIDELITY(R) VIP      Seeks long-term capital appreciation.  .   Fidelity Management and Research
  CONTRAFUND(R)                                                 Company (FMR)
  PORTFOLIO



----------------------------------------------------------------------------------------------------
 GOLDMAN SACHS
 VARIABLE
 INSURANCE TRUST -                                          INVESTMENT MANAGER (OR
 SERVICE SHARES                                             SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------------------------
                                                      
GOLDMAN SACHS VIT    Seeks long-term capital appreciation.  .   Goldman Sachs Asset Management, L.P.
  MID CAP VALUE FUND



--------------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE                                                                  INVESTMENT MANAGER
 PORTFOLIOS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                              AS APPLICABLE)
--------------------------------------------------------------------------------------------------
                                                                      
IVY FUNDS VIP ENERGY To seek to provide capital growth and appreciation.    .   Waddell & Reed
                                                                                Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH   To seek to provide total return through a combination  .   Waddell & Reed
  INCOME             of high current income and capital appreciation.           Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID    To seek to provide growth of capital.                  .   Waddell & Reed
  CAP GROWTH                                                                    Investment
                                                                                Management
                                                                                Company (WRIMCO)
--------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL  To seek to provide growth of capital.                  .   Waddell & Reed
  CAP GROWTH                                                                    Investment
                                                                                Management
                                                                                Company (WRIMCO)



----------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT
 SERIES, INC. -
 SERVICE SHARES                                             INVESTMENT MANAGER (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                              AS APPLICABLE)
----------------------------------------------------------------------------------------------------
                                                      
LAZARD RETIREMENT    Seeks long-term capital appreciation.  .   Lazard Asset Management LLC
  EMERGING MARKETS
  EQUITY PORTFOLIO




-----------------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS -                                                            INVESTMENT MANAGER
 SERVICE CLASS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                 AS APPLICABLE)
-----------------------------------------------------------------------------------------------------
                                                                         
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts
  INTERNATIONAL      appreciation.                                                 Financial
  VALUE PORTFOLIO                                                                  Services Company
-----------------------------------------------------------------------------------------------------
MFS(R) INVESTORS     The fund's investment objective is to seek capital        .   Massachusetts
  TRUST SERIES       appreciation.                                                 Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------
MFS(R)               The fund's investment objective is to seek capital        .   Massachusetts
  MASSACHUSETTS      appreciation.                                                 Financial
  INVESTORS GROWTH                                                                 Services Company
  STOCK PORTFOLIO
-----------------------------------------------------------------------------------------------------
MFS(R) TECHNOLOGY    The fund's investment objective is to seek capital        .   Massachusetts
  PORTFOLIO          appreciation.                                                 Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------
MFS(R) UTILITIES     The fund's investment objective is to seek total return.  .   Massachusetts
  SERIES                                                                           Financial
                                                                                   Services Company
-----------------------------------------------------------------------------------------------------



                                      25

                        CONTRACT FEATURES AND BENEFITS








------------------------------------------------------------------------------------------------------
 VAN ECK VIP TRUST                                                              INVESTMENT MANAGER
 - S CLASS                                                                      (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                  AS APPLICABLE)
------------------------------------------------------------------------------------------------------
                                                                          
VAN ECK VIP GLOBAL   Seeks long-term capital appreciation by investing          .   Van Eck
  HARD ASSETS FUND   primarily in hard asset securities. Income is a secondary      Associates
                     consideration.                                                 Corporation
------------------------------------------------------------------------------------------------------




(1)These Portfolios will be available on or about May 22, 2015, subject to
   regulatory approval.


(*)This information reflects the variable investment option name changes
   effective on or about May 22, 2015 subject to regulatory approval. The chart
   below reflects the variable invest options names in effect until on or about
   May 22, 2015.




----------------------------------------------------
VARIABLE INVESTMENT OPTION NAMES UNTIL MAY 22, 2015
----------------------------------------------------

(2) EQ/AllianceBernstein Dynamic Wealth Strategies
----------------------------------------------------
(3) EQ/AllianceBernstein Small Cap Growth
----------------------------------------------------



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 THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.

                                      26

                        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 in "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 certificate,

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

(3)the current interest rate.

We set current interest rates periodically, according to our procedures that we
have in effect at the time. All interest rates are effective annual rates, but
before deduction of annual administrative charges or any withdrawal charges.

We assign an interest rate to each amount allocated to the guaranteed interest
option. This rate is guaranteed for a specified period.


The annual minimum guaranteed interest rate for 2015 ranges from 1% to 3%
depending on your lifetime minimum guaranteed interest rate. The lifetime
minimum guaranteed interest rate can range from 1.00% to 3.00% depending on the
calendar year in which your certificate is issued. For new certificates issued
in 2015, the lifetime minimum guaranteed interest rate is 1%. The lifetime
minimum guaranteed interest rate is shown in your certificate. The annual
minimum guaranteed interest rate will never be less than the lifetime minimum
guaranteed interest rate. Current interest rates will never be less than the
annual minimum guaranteed interest rate.


FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years. 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 points in time there may be no fixed maturity options
available. You can allocate your contributions to one or more of these fixed
maturity options. However, you may not allocate more than one contribution to
any one fixed maturity option. These amounts become part of a non-unitized
separate account. They will accumulate interest at the "rate to maturity" for
each fixed maturity option. The total amount you allocate to and accumulate in
each fixed maturity option is called the "fixed maturity amount."

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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. As of May 1st, we currently offer
fixed maturity options ending on June 15th for maturity years ranging from one
through ten. Not all of these fixed maturity options will be available for
participants ages 76 and older. See "Allocating your contributions." As fixed
maturity options expire, we expect to add maturity options so that generally
ten fixed maturity options are available at any time.

We will not accept allocations to a fixed maturity option if on the date the
contribution is to be applied:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)subject to plan restrictions, withdraw the maturity value (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 next
available fixed maturity option (or another investment option if we are
required to do so by any state regulation). As of February 17, 2015, the next
available maturity date was June 15, 2024 (see "About our fixed maturity
options" in "More information" later in this prospectus). We may change our
procedures in the future.


MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination of your certificate 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. The market value adjustment, positive or
negative, resulting from a withdrawal or transfer 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 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 certificate. 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.

                                      27

                        CONTRACT FEATURES AND BENEFITS







In general, if 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 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 II at the end of this prospectus provides an example
of how the market value adjustment is calculated.

SELECTING YOUR INVESTMENT METHOD

Your employer or you must choose one of the following two methods for selecting
your investment options:

..   MAXIMUM INVESTMENT OPTIONS CHOICE. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A and B in the investment options chart. You can make transfers
    whenever you choose. However, there will be restrictions on the amount you
    can transfer out of the guaranteed interest option listed in A.

..   MAXIMUM TRANSFER FLEXIBILITY. Under this method, you may allocate
    contributions or transfer funds to any of the available investment options
    listed in A in the investment options chart and no transfer restrictions
    will apply.

You may prefer the Maximum investment options choice method if investing in
more conservative variable investment options is important to you. On the other
hand, you may prefer the Maximum transfer flexibility method if you are less
interested in investing in conservative variable investment options and want to
be able to freely transfer amounts out of the guaranteed interest option.
Please consult with your financial professional to determine which investment
method is appropriate for you.

These investment methods do not apply to the Personal Income Benefit variable
investment options. Regardless of whether you allocate amounts to the Personal
Income Benefit variable investment options, you may select either investment
method for your Non-Personal Income Benefit account value allocations.

Under either method, we may, at any time, exercise our right to close a
variable investment option to new contributions or transfers.

TEMPORARY REMOVAL OF TRANSFER RESTRICTIONS THAT APPLY TO THE INVESTMENT
METHODS. From time to time, we may remove certain restrictions that apply to
your investment method. If we do so, we will tell you. For example, if you
elect the "Maximum investment options choice" method, for a limited time there
will be no restrictions on the amount you could transfer out of the guaranteed
interest option listed in group "A." If you elect the "Maximum transfer
flexibility" method, for a limited time you will be able to use the fixed
income variable investment options listed in group "B" as well as the fixed
maturity options.

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 you elect the "Maximum investment options choice" method, limits on
transfers out of the guaranteed interest option will again apply. If you elect
the "Maximum transfer flexibility" method, you will no longer be permitted to
allocate new contributions to, or transfer amounts into, the variable
investment options in group B (including through our rebalancing program) or
the fixed maturity options. However, amounts that are in any investment options
that are not available under "Maximum transfer flexibility" can remain in these
options.

INVESTMENT OPTIONS
A
--------------------------------------------------------------------------------
.. Guaranteed Interest Option
--------------------------------------------------------------------------------


DOMESTIC EQUITY

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

.. AXA 400 Managed Volatility
.. AXA 500 Managed Volatility
.. AXA 2000 Managed Volatility
.. AXA/AB Small Cap Growth/(*)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA/Horizon Small Cap Value/(*)/
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA/Mid Cap Value Managed Volatility
.. AXA/Mutual Large Cap Equity Managed Volatility
.. AXA/Pacific Global Small Cap Value/(*)/
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T. Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth
.. Fidelity(R) VIP Contrafund(R)
.. Goldman Sachs VIT Mid Cap Value
.. Invesco V.I. Mid Cap Core Equity
.. Invesco V.I. Small Cap Equity
.. Ivy Funds VIP Energy
.. Ivy Funds VIP Mid Cap Growth
.. Ivy Funds VIP Small Cap Growth


.. MFS(R) Investors Trust

.. MFS(R) Massachusetts Investors Growth Stock

.. MFS(R) Technology
.. MFS(R) Utilities

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology

.. Van Eck VIP Global Hard Assets
--------------------------------------------------------------------------------


INTERNATIONAL/GLOBAL EQUITY

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility

.. AXA International Managed Volatility

.. AXA International Value Managed Volatility
.. AXA SmartBeta Equity/(*)/
.. AXA/Templeton Global Equity Managed Volatility
.. Charter International Moderate/(*)/

.. EQ/Emerging Markets Equity PLUS
.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global
.. Invesco V.I. Global Real Estate
.. Invesco V.I. International Growth
.. Lazard Retirement Emerging Markets Equity
.. MFS(R) International Value


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


ASSET ALLOCATION

--------------------------------------------------------------------------------
.. All Asset Aggressive - Alt 25
.. All Asset Growth - Alt 20
.. All Asset Moderate Growth - Alt 15

.. AXA/AB Dynamic Moderate Growth/(*)/
.. AXA Aggressive Allocation

.. AXA Balanced Strategy

.. AXA Conservative Allocation
.. AXA Conservative Growth Strategy
.. AXA Conservative Strategy
.. AXA Conservative-Plus Allocation
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility

.. AXA Moderate Allocation

.. AXA Moderate Growth Strategy
.. AXA Moderate-Plus Allocation
.. Charter Real Assets/(*)/
.. Target 2015 Allocation
.. Target 2025 Allocation
.. Target 2035 Allocation
.. Target 2045 Allocation
.. Target 2055 Allocation/(*)/

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

B

DOMESTIC FIXED INCOME

--------------------------------------------------------------------------------
.. American Funds Insurance Series(R) Bond/SM/

.. AXA/DoubleLine Opportunistic Core Plus Bond/(*)/
.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/High Yield Bond
.. EQ/Intermediate Government Bond
.. EQ/Money Market
.. EQ/PIMCO Global Real Return
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS
.. Invesco V.I. High Yield
.. Ivy Funds VIP High Income

.. Multimanager Core Bond

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

FIXED MATURITY OPTIONS
--------------------------------------------------------------------------------
TRANSFER RESTRICTIONS APPLY AS INDICATED ABOVE UNDER "FIXED MATURITY OPTIONS
AND MATURITY DATES."
--------------------------------------------------------------------------------

(*)Please see the "Portfolios of Trusts" earlier in this Prospectus regarding
   name changes, and the availability of additional investment options, subject
   to regulatory and/or shareholder approval.


                                      28

                        CONTRACT FEATURES AND BENEFITS






The Target Allocation investment options are expected to invest more heavily in
fixed income securities as they approach their respective target dates, and
thereafter. As each Target Allocation investment option reaches its respective
target date, we reserve the right to make it a group "B" investment option.
Please note that if you select the "Maximum transfer flexibility" method, and
you allocate any contributions or account value to any of the Target Allocation
investment options, you will be deemed to have changed to the "maximum
investment option choice" method. This change to your investment method will
occur when you change your allocation instruction to include a Target
Allocation investment option or when you make a transfer to a Target Allocation
investment option that has been reassigned. We will notify you of this change
in writing. Please note that if this occurs, the number of variable investment
options available to you will increase. In other words, the "B" investment
options will be available to you. However, your ability to transfer out of the
guaranteed interest option will be limited.

If you select the "maximum transfer flexibility" method but have not included
any of the Target Allocation investment options among your allocations, you
will not be changed to the alternate method but those options will no longer be
available to you.

You may currently choose from any of the investment options available under
your investment method. In all cases, if any of the options listed in B in the
chart referenced above are selected, you will be subject to the restrictions on
transfers out of the guaranteed interest option that apply under the maximum
investment options choice investment method.

ERISA CONSIDERATIONS FOR EMPLOYERS

If the employer's plan is intended to comply with the requirements of the
Employee Retirement Income Security Act of 1974 ("ERISA") Section 404(c), the
employer or the plan trustee must make sure that the investment options chosen
for the plan constitute a broad range of investment choices as required by the
Department of Labor's ("DOL") regulation under ERISA Section 404(c). See "Tax
information" later in this prospectus.

ALLOCATING YOUR CONTRIBUTIONS

Once your employer or you, whichever applies, have made your investment method
choice, you may allocate your contributions to one or more or all of the
investment options that have been chosen, subject to any restrictions under the
investment method. However, you may not allocate more than one contribution to
any one fixed maturity option. If you are age 76 or older, you may only
allocate contributions to fixed maturity options with maturities of five years
or less. We may, at any time, exercise our right to close a variable investment
option to new contributions or transfers. Allocations must be in whole
percentages and you may change your allocation percentages at any time.
However, the total of your allocations must equal 100%. Once your contributions
are allocated to the investment options, they become a part of your account
value. We discuss account value in "Determining your certificate's value" later
in this prospectus.

The group annuity contract that covers the qualified plan in which you
participate is not an investment advisory account, and AXA Equitable is not
providing any investment advice or managing the allocations under this
contract. In the absence of a specific written arrangement to the contrary,
you, as the participant under this contract, have the sole authority to make
investment allocations and other decisions under the contract. Your AXA
Advisors financial professional 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.

UNALLOCATED ACCOUNT

When we receive cash transferred from a prior funding vehicle, the transferred
amount will be credited as one lump sum to the plan's unallocated account. Any
amount held in the plan's unallocated account becomes part of our guaranteed
interest option and will be credited with interest at the rate applicable to
amounts held in the guaranteed interest option. The transferred amount will
remain in the plan's unallocated account until we have received all the
information we require, including properly completed forms, to effect a
transfer from the plan's unallocated account to a participant account. With
respect to each participant, we will allocate amounts to each participant's
account only after the employer provides instructions that are acceptable and
necessary in order to complete the allocation process. We reserve the right to
limit the period during which such instructions may be received to no more than
10 days from the initial transfer into the plan's unallocated account and to
return funds to the employer for which transfer information has not been timely
received in good order. In no event will we hold the transferred assets in the
unallocated account for more than 105 days from the contract date. Under no
circumstances will we be required to transfer to participant accounts an amount
in aggregate greater than the amount deposited by the employer plus such
interest as we credited to the unallocated account, unless otherwise expressly
agreed upon between the employer and us.

The employer is solely responsible for effectuating the asset transfers in
accordance with all applicable laws and regulations.

--------------------------------------------------------------------------------
THE "CONTRACT DATE" IS THE EFFECTIVE DATE OF A CONTRACT. THIS USUALLY IS THE
BUSINESS DAY WE RECEIVE THE PROPERLY COMPLETED AND SIGNED EMPLOYER APPLICATION,
ALONG WITH ANY OTHER REQUIRED DOCUMENTS. THE CONTRACT DATE WILL BE SHOWN IN THE
CONTRACT. THE 12-MONTH PERIOD BEGINNING ON THE CONTRACT DATE AND EACH 12-MONTH
PERIOD AFTER THAT DATE IS A "CONTRACT YEAR." THE END OF EACH 12-MONTH PERIOD IS
THE "CONTRACT DATE ANNIVERSARY." FOR EXAMPLE, IF YOUR CONTRACT DATE IS MAY 1,
YOUR CONTRACT DATE ANNIVERSARY IS APRIL 30.
--------------------------------------------------------------------------------

PERSONAL INCOME BENEFIT VARIABLE INVESTMENT OPTIONS

Subject to availability in your plan and state, if you are between the ages of
45 and 85, for an additional charge you may activate the Personal Income
Benefit feature by allocating amounts to the Personal Income Benefit variable
investment options. Your initial allocation to the Personal Income Benefit
variable investment options must total at least $1,000. For amounts you decide
to allocate in connection with this feature, your investment options will be
limited to the Personal Income Benefit variable investment options discussed in
detail below. In general, allocating contributions and transfers to

                                      29

                        CONTRACT FEATURES AND BENEFITS






the Personal Income Benefit variable investment options is the primary way of
increasing your Guaranteed Annual Withdrawal Amount. All amounts allocated to
the Personal Income Benefit variable investment options are subject to the
terms and conditions of the Personal Income Benefit feature, which include
restrictions on your ability to make transfers to the Non-Personal Income
Benefit investment options.

You must select one of the investment methods discussed above (the Maximum
investment options choice and Maximum transfer flexibility) for your
Non-Personal Income Benefit account value allocations. If you allocate account
value to the Personal Income Benefit variable investment options, you may
select either investment method for your Non-Personal Income Benefit account
value.

The amounts you allocate to the Personal Income Benefit variable investment
options may represent all, or a portion of, your contribution. If you allocate
amounts to the Personal Income Benefit variable investment options, you may
later decide to change your allocation instructions in order to increase,
decrease or stop allocations to these investment options.

Currently, the Personal Income Benefit variable investment options are limited
to those listed below. It is important to note that they are also available
without the Personal Income Benefit feature. To show that these variable
investment options are available both with and without the Personal Income
Benefit feature, our administrative forms and website often show separate lists
for the Personal Income Benefit variable investment options and the
Non-Personal Income Benefit variable investment options, as shown in the table
below. We do this so you can easily indicate those amounts you wish to have
allocated in connection with the Personal Income Benefit feature and those
amounts that you wish to have allocated to your Non-Personal Income Benefit
variable investment options.


---------------------------------------------------------------------------
 FOR ALLOCATIONS TO YOUR PERSONAL     FOR ALLOCATIONS TO YOUR NON-PERSONAL
 INCOME BENEFIT ACCOUNT VALUE         INCOME BENEFIT ACCOUNT VALUE
---------------------------------------------------------------------------
.. Personal Income Benefit AXA         . AXA Balanced Strategy
  Balanced Strategy
.. Personal Income Benefit AXA         . AXA Conservative Growth Strategy
  Conservative Growth Strategy
.. Personal Income Benefit AXA         . AXA Conservative Strategy
  Conservative Strategy
.. Personal Income Benefit AXA         . AXA Moderate Growth Strategy
  Moderate Growth Strategy
.. Personal Income Benefit AXA/AB      . AXA/AB Dynamic Moderate Growth
  Dynamic Moderate Growth
---------------------------------------------------------------------------


Upon advance notice to you, we reserve the right to add or remove Personal
Income Benefit variable investment options at our sole discretion.

Please see "Personal Income Benefit" immediately below for more information
about this feature.

Once your contributions are allocated to the investment options, they become a
part of your account value. Amounts allocated to the Personal Income Benefit
variable investment options will become part of your "Personal Income Benefit
account value." Amounts allocated to the other available investment options, or
"Non-Personal Income Benefit investment options," will become part of your
"Non-Personal Income Benefit account value." We discuss account value in
"Determining your certificate's value" later in this prospectus.

PERSONAL INCOME BENEFIT

This section describes the Personal Income Benefit. The Personal Income Benefit
may not be available in all contracts or in all states. See Appendix IV later
in this prospectus for more information on state availability and/or variations
of certain features and benefits. For an additional charge, the Personal Income
Benefit guarantees that you can take withdrawals from your Personal Income
Benefit account value up to a maximum amount per contract year (your
"Guaranteed Annual Withdrawal Amount") during your lifetime (or your spouse's
lifetime if Joint life payments are elected) even if your Personal Income
Benefit account value falls to zero unless it is caused by a withdrawal that
exceeds your Guaranteed Annual Withdrawal Amount. In order to activate the
Personal Income Benefit, you must meet the following two requirements:

(1)You must be between the ages of 45 and 85.

                                     -AND-

(2)You must allocate a minimum of $1,000 to your Personal Income Benefit
   account value, either through a new contribution or a one-time transfer from
   your Non-Personal Income Benefit account value.

As discussed in more detail below, the maximum Guaranteed Annual Withdrawal
Amount is calculated based on contributions and transfers to your Personal
Income Benefit account value, each multiplied by an applicable rate, plus any
additional amount that may result from a Ratchet increase, described in more
detail below.

The charge for the Personal Income Benefit will be deducted from your Personal
Income Benefit account value on each participant date anniversary. For a
description of how the charge is deducted, see "Personal Income Benefit charge"
later in "Charges and expenses."

For amounts allocated in connection with the Personal Income Benefit, your
investment options will be limited to the Personal Income Benefit variable
investment options. Amounts allocated to the Personal Income Benefit variable
investment options make up your Personal Income Benefit account value. See
"Personal Income Benefit variable investment options" in "Allocating your
contributions" earlier in this section.

Please note that you are not required to activate the Personal Income Benefit
and should consider the cost and benefits before doing so. You should not
activate this benefit if you plan to take withdrawals from your Personal Income
Benefit account value in excess of your Guaranteed Annual Withdrawal Amount
because those withdrawals may significantly reduce or eliminate the value of
the benefit (see "Effect of Personal Income Benefit Early and Excess
withdrawals" below in this section).

Prior to allocating amounts to the Personal Income Benefit variable investment
options, you should check with your employer on the rules and limitations that
may apply for taking withdrawals from your Personal Income Benefit account
value.

DETERMINING YOUR GUARANTEED ANNUAL WITHDRAWAL AMOUNT

Your Guaranteed Annual Withdrawal Amount is calculated based on the following:

..   contributions to the Personal Income Benefit variable investment options,
    multiplied by the then current Guaranteed Withdrawal Rate; plus

                                      30

                        CONTRACT FEATURES AND BENEFITS







..   transfers to the Personal Income Benefit variable investment options,
    multiplied by the then current Guaranteed Transfer Withdrawal Rate; plus

..   any Ratchet increase of your Ratchet Base on your participant date
    anniversary, multiplied by a weighted average of the Guaranteed Withdrawal
    Rates and Guaranteed Transfer Withdrawal Rates previously applied to your
    certificate.

These amounts will continue to be added together to arrive at your total
Guaranteed Annual Withdrawal Amount. Your Guaranteed Annual Withdrawal Amount,
as of the end of the quarter, will be shown on your Statement of Account. Once
you begin to take Guaranteed Annual Withdrawal Amount payments:

..   contributions and transfers to the Personal Income Benefit variable
    investment options are not permitted;

..   your Guaranteed Annual Withdrawal Amount will never decrease as long as
    there are no Personal Income Benefit Excess withdrawals; and

..   your Guaranteed Annual Withdrawal Amount may increase as the result of a
    Ratchet increase of your Ratchet Base.

THE GUARANTEED WITHDRAWAL RATE AND GUARANTEED TRANSFER WITHDRAWAL RATE

With the Personal Income Benefit, there are two rates applicable at all times.
We apply the Guaranteed Withdrawal Rate ("GWR") to amounts you contribute to
the Personal Income Benefit variable investment options, including salary
deferral contributions and employer contributions. We apply the Guaranteed
Transfer Withdrawal Rate ("GTWR") to amounts you transfer to the Personal
Income Benefit variable investment options from the other investment options in
your EQUI-VEST(R) Strategies certificate, lump sum transfers from other
providers and rollovers.

The GWR is tied to the Ten-Year Treasuries Formula Rate described below. The
GWR is set at the beginning of each calendar quarter, however, we reserve the
right to set the GWR at the beginning of each calendar month.

The GWR is calculated using the Ten-Year Treasuries in effect for that quarter,
plus a percentage that ranges from 0.25% to 1.00% based on your age at the
beginning of the calendar quarter. The percentage is 1.00% if you are between
ages 45 and 50, and declines by 0.05% each year until it reaches 0.25% at age
65.

If, at the beginning of a calendar quarter, the GWR calculation results in a
rate lower than 2.5%, we will set the rate to a minimum of 2.5%. On the other
hand, if the GWR calculation results in a rate greater than 7%, we are under no
obligation to set that higher rate. In our sole discretion, we may declare a
GWR that is greater, but not less than the rate generated by the GWR
calculation.

..   TEN-YEAR TREASURIES FORMULA RATE. For each calendar quarter, this rate is
    the average of the rates for the ten-year U.S. Treasury notes on each day
    for which such rates are reported during the 20 calendar days ending on the
    15/th/ of the last month of the preceding calendar quarter. U.S. Treasury
    rates will be determined from the Federal Reserve Constant Maturity Series
    or such comparable rates as may be published by the Federal Reserve Board
    or generally available reporting services if the Federal Reserve Board
    Constant Maturity Series is discontinued.

The GTWR is set at the beginning of each month and will never be less than
2.5%. IN OUR SOLE DISCRETION, WE MAY DECLARE A GTWR THAT IS GREATER THAN 2.5%.

Please note that while the GWR and GTWR are subject to the same stated minimum
of 2.5%, we reserve the right to declare a GTWR that is higher or lower than
the GWR. During certain periods, the declared rates for the GWR and GTWR may be
the same.

The following examples are designed to show the basics as to how your
Guaranteed Annual Withdrawal Amount is calculated. The Personal Income Benefit
account value used in these examples is after the deduction of all applicable
fees and charges.

EXAMPLE 1: Activating the Personal Income Benefit feature

Assume you are eligible to activate the Personal Income Benefit feature and
have $50,000 in your EQUI-VEST(R) Strategies certificate. You then make a
one-time transfer of $1,000 from your Non-Personal Income Benefit account value
to the Personal Income Benefit variable investment options. The GTWR at the
time is 3%. Your amounts under the Personal Income Benefit are calculated as
follows:

..   Your Personal Income Benefit account value is $1,000.

..   Your Ratchet Base is $1,000.

..   Your Guaranteed Annual Withdrawal Amount ("GAWA") is $30. ($1,000 x 3%).

EXAMPLE 2: Building your Guaranteed Annual Withdrawal Amount with Contributions

Assume you activated the feature as described in EXAMPLE 1 on December 1st and
decide to make on-going contributions that amount to $200 to the Personal
Income Benefit variable investment options on the 15th of each month for a
six-month period starting in January of the following year. Also, for the
purposes of this example, assume a 0% hypothetical rate of return for the
Personal Income Benefit account value. The table below shows the application of
the GWR to six monthly contributions and the resulting values.



--------------------------------------------------------------------------
                                                                  PERSONAL
                                                                   INCOME
                                                                  BENEFIT
                                             NEW  TOTAL RATCHET   ACCOUNT
 DATE                          TRANSFER GTWR GAWA GAWA  BASE/(*)/  VALUE
--------------------------------------------------------------------------
                                                
Dec. 1                          $1,000   3%  $30   $30   $1,000    $1,000
--------------------------------------------------------------------------



                                                                     PERSONAL
                                                                      INCOME
                                                                     BENEFIT
                                                NEW  TOTAL RATCHET   ACCOUNT
 DATE                          CONTRIBUTION GWR GAWA GAWA  BASE/(*)/  VALUE
-----------------------------------------------------------------------------
                                                   
Jan. 15                            $200     3%   $6   $36   $1,200    $1,200
-----------------------------------------------------------------------------
Feb. 15                            $200     3%   $6   $42   $1,400    $1,400
-----------------------------------------------------------------------------
Mar. 15                            $200     3%   $6   $48   $1,600    $1,600
-----------------------------------------------------------------------------
Apr. 15                            $200     4%   $8   $56   $1,800    $1,800
-----------------------------------------------------------------------------
May. 15                            $200     4%   $8   $64   $2,000    $2,000
-----------------------------------------------------------------------------
Jun. 15                            $200     4%   $8   $72   $2,200    $2,200
-----------------------------------------------------------------------------

(*)The Ratchet Base is described in more detail below.

EXAMPLE 3: Building Your Guaranteed Annual Withdrawal Amount with Contributions
and Transfers

                                      31

                        CONTRACT FEATURES AND BENEFITS







Assume you activated the benefit as described in EXAMPLE 1 on December 1st and
continue to make on-going contributions of $200 to the Personal Income Benefit
variable investment options as described in EXAMPLE 2. For the purposes of this
example, now assume that you make monthly transfers of $100 from your
Non-Personal Income Benefit investment options to the Personal Income Benefit
variable investment options on the 1st of each month beginning on January 1st.
Also, for the purposes of this example, assume a 0% hypothetical rate of return
for the Personal Income Benefit account value. The table below shows the
application of both the GWR and the GTWR at the same time, building your
Guaranteed Annual Withdrawal Amount and Personal Income Benefit account value
through both contributions and transfers.



-------------------------------------------------------------------------------
                                                                       PERSONAL
                                                                        INCOME
                                                                       BENEFIT
                                                  NEW  TOTAL RATCHET   ACCOUNT
 DATE                               TRANSFER GTWR GAWA GAWA  BASE/(*)/  VALUE
-------------------------------------------------------------------------------
                                                     
Dec. 1                               $1,000   3%  $30   $30   $1,000    $1,000
-------------------------------------------------------------------------------



                                                                       PERSONAL
                                                                        INCOME
                                                                       BENEFIT
                     CONTRIBUTION OR  GWR OR    NEW   TOTAL  RATCHET   ACCOUNT
 DATE                   TRANSFER     GTWR/(**)/ GAWA  GAWA   BASE/(*)/  VALUE
-------------------------------------------------------------------------------
                                                     
Jan. 1                    $100            3%       $3    $33  $1,100    $1,100
-------------------------------------------------------------------------------
Jan. 15                   $200            3%       $6    $39  $1,300    $1,300
-------------------------------------------------------------------------------
Feb. 1                    $100            3%       $3    $42  $1,400    $1,400
-------------------------------------------------------------------------------
Feb. 15                   $200            3%       $6    $48  $1,600    $1,600
-------------------------------------------------------------------------------
Mar. 1                    $100            3%       $3    $51  $1,700    $1,700
-------------------------------------------------------------------------------
Mar. 15                   $200            3%       $6    $57  $1,900    $1,900
-------------------------------------------------------------------------------
Apr. 1                    $100         3.50%    $3.50 $60.50  $2,000    $2,000
-------------------------------------------------------------------------------
Apr. 15                   $200            4%       $8 $68.50  $2,200    $2,200
-------------------------------------------------------------------------------
May. 1                    $100         3.50%    $3.50    $72  $2,300    $2,300
-------------------------------------------------------------------------------
May. 15                   $200            4%       $8    $80  $2,500    $2,500
-------------------------------------------------------------------------------
Jun. 1                    $100         3.50%    $3.50 $83.50  $2,600    $2,600
-------------------------------------------------------------------------------
Jun. 15                   $200            4%       $8 $91.50  $2,800    $2,800
-------------------------------------------------------------------------------

(*)The Ratchet Base is described in more detail below.
(**)The GTWR is declared monthly and the GWR is declared quarterly. However, we
    reserve the right to declare the GWR monthly.

RATCHET BASE AND THE ANNUAL RATCHET

The Personal Income Benefit feature includes a Ratchet component that may
increase your Guaranteed Annual Withdrawal Amount based on the performance of
your Personal Income Benefit variable investment options. Your Ratchet Base
initially equals contributions and transfers to the Personal Income Benefit
variable investment options and is recalculated on each participation date
anniversary to equal the greater of your Personal Income Benefit account value
and the most recent Ratchet Base. If your Personal Income Benefit account value
is greater, we will "ratchet," or increase, your Ratchet Base to equal your
Personal Income Benefit account value. You are eligible for annual ratchets on
each participation date anniversary both before and after you begin receiving
your Guaranteed Annual Withdrawal Amount payments. If the Ratchet Base is
increased, the difference between the prior Ratchet Base and the increased
Ratchet Base will be multiplied by a weighted average of the previous
Guaranteed Withdrawal Rates and Guaranteed Transfer Withdrawal Rates to
determine the additional amount that will be added to your Guaranteed Annual
Withdrawal Amount (the "Ratchet increase"). This weighted average is determined
by dividing the Guaranteed Annual Withdrawal Amount by the Ratchet Base.

If an annual ratchet is not applicable on your participation date anniversary,
the Ratchet Base will not be eligible for a ratchet until the next
participation date anniversary. The Ratchet Base is decreased on a pro rata
basis due to Early and Excess Withdrawals. The Ratchet Base is not reduced by
Guaranteed Annual Withdrawal Amount payments once you begin receiving such
payments. Please note that it is less likely you will receive a Ratchet
increase after you begin receiving your Guaranteed Annual Withdrawal Amount
payments. See "Accessing your money" later in this prospectus.

The following examples are designed to show how the Ratchet Base works. In
these examples, assume the Personal Income Benefit was activated on your
participation date anniversary -- December 1st. Next, assume that you make
monthly contributions to the Personal Income Benefit variable investment
options for 11 consecutive months with no transfers to the Personal Income
Benefit variable investment options from your Non-Personal Income Benefit
investment options. In order to demonstrate the operation of the annual ratchet
of the Ratchet Base, and the Ratchet increase, further assume that your
Personal Income Benefit account value at the end of the contract year is $3,000.



----------------------------------------------------------------------------------
                                                                          PERSONAL
                                                                           INCOME
                                                                          BENEFIT
                                                       NEW  TOTAL RATCHET ACCOUNT
 DATE                               TRANSFER GTWR/(*)/ GAWA GAWA   BASE    VALUE
----------------------------------------------------------------------------------
                                                        
Dec. 1                               $1,000     3%     $30   $30  $1,000   $1,000
----------------------------------------------------------------------------------



                                                                    PERSONAL
                                                                     INCOME
                                                                    BENEFIT
                                              NEW   TOTAL  RATCHET  ACCOUNT
 DATE                   CONTRIBUTION GWR/(*)/ GAWA  GAWA    BASE   VALUE/(**)/
------------------------------------------------------------------------------
                                                 
Jan. 1                      $100        3%       $3    $33 $1,100    $1,100
------------------------------------------------------------------------------
Feb. 1                      $200        3%       $6    $39 $1,300    $1,280
------------------------------------------------------------------------------
Mar. 1                      $100        3%       $3    $42 $1,400    $1,100
------------------------------------------------------------------------------
Apr. 15                     $200      3.5%       $7    $49 $1,600    $1,600
------------------------------------------------------------------------------
May. 1                      $100      3.5%    $3.50 $52.50 $1,700    $1,760
------------------------------------------------------------------------------
Jun. 15                     $200      3.5%       $7 $59.50 $1,900    $1,650
------------------------------------------------------------------------------
Jul. 1                      $100      3.5%    $3.50    $63 $2,000    $2,100
------------------------------------------------------------------------------
Aug. 15                     $200      3.5%       $7    $70 $2,200    $2,380
------------------------------------------------------------------------------
Sep. 1                      $100      3.5%    $3.50 $73.50 $2,300    $2,580
------------------------------------------------------------------------------
Oct. 15                     $200        3%       $6 $79.50 $2,500    $2,860
------------------------------------------------------------------------------
Nov. 1                      $100        3%       $3 $82.50 $2,600    $2,960
------------------------------------------------------------------------------

(*)The GTWR is declared monthly and the GWR is declared quarterly. However, we
   reserve the right to declare the GWR monthly.
(**)The changes to the Personal Income Benefit account value represent
    hypothetical investment gains and losses due to the performance of the
    Personal Income Benefit variable investment options. This example shows a
    Personal Income Benefit account value that is greater than the Ratchet Base
    at the end of the participation year. Please note that if the Personal
    Income Benefit account value was lower than the Ratchet Base at the end of
    the participation year, there would be no annual ratchet and no increase to
    the Guaranteed Annual Withdrawal Amount.

                                      32

                        CONTRACT FEATURES AND BENEFITS







In this example, on Dec. 1 (the participation date anniversary), the most
recent Ratchet Base ($2,600) is compared to the Personal Income Benefit account
value ($3,000) on the participation date anniversary. Because the Personal
Income Benefit account value is greater, the Ratchet Base is increased to
$3,000. The Total Guaranteed Annual Withdrawal Amount is also increased due to
the $400 increase in the Ratchet Base. The increase to the Guaranteed Annual
Withdrawal Amount is calculated by multiplying the increase to the Ratchet Base
($400) by the weighted average of the prior GWRs and GTWRs applied to
contributions and transfers, any prior Ratchet increases and any Personal
Income Benefit Early or Excess withdrawals. The weighted average is determined
by dividing the Guaranteed Annual Withdrawal Amount by the Ratchet Base. Here,
the increase to the Guaranteed Annual Withdrawal Amount is calculated as
follows:

   $82.50 / $2600 = 3.17%

   3.17% x $400 = $12.69

   $82.50 + $12.69 = $95.19

ELECTING TO TAKE YOUR GUARANTEED ANNUAL WITHDRAWAL AMOUNT

You may elect to take your Guaranteed Annual Withdrawal Amount payments through
one of our automatic payment plans or you may take unscheduled withdrawals. All
withdrawals reduce your Personal Income Benefit account value on a
dollar-for-dollar basis, but do not reduce your Ratchet Base. Withdrawals will
reduce your minimum death benefit on a pro rata basis. See "Withdrawing your
account value" under "Accessing your money" later in this prospectus for more
information.

In order to start taking Guaranteed Annual Withdrawal Amount payments, you must
be at least 591/2 and, in most cases, separated from employment with the
employer that sponsored the plan. Certain employers' plans may allow you to
elect Guaranteed Annual Withdrawal Amount payments while still employed by the
employer sponsoring the plan. You must also notify your plan in a form
acceptable to the plan and AXA Equitable. The Guaranteed Annual Withdrawal
Amount election date will be the business day we receive all information
required to process your election at our processing office. After we receive
your election, you will no longer be able to make contributions or transfers to
the Personal Income Benefit variable investment options.

Your Guaranteed Annual Withdrawal Amount is calculated on a single life basis.
However, when you elect to start receiving Guaranteed Annual Withdrawal Amount
payments, you may elect payments on a joint life basis. Under a joint life
basis, Guaranteed Annual Withdrawal Amount payments are guaranteed for the life
of both you and your spouse. You may drop the joint life, but you will not be
able to name a new joint life and payments will continue to be made in the same
amount. The Guaranteed Annual Withdrawal Amount payments on a joint life basis
will be less than those available under the single life basis. If you elect a
joint life basis, your certificate will continue to be eligible for a Ratchet
increase after your death.

Guaranteed Annual Withdrawal Amount payments are designed to begin at age 65.
You may decide to elect to take your Guaranteed Annual Withdrawal Amount
payments after age 591/2 and before age 65, but this will result in a decrease
of all future Guaranteed Annual Withdrawal Amount payments, as indicated below.



-------------------------------------------------------------
    PAYMENTS BEGIN AT AGE            REDUCTION TO GAWA
-------------------------------------------------------------
                            
            59 1/2                          25%
-------------------------------------------------------------
             60                             25%
-------------------------------------------------------------
             61                             20%
-------------------------------------------------------------
             62                             15%
-------------------------------------------------------------
             63                             10%
-------------------------------------------------------------
             64                             5%
-------------------------------------------------------------


For example, if your Guaranteed Annual Withdrawal Amount based on receiving
payments at age 65 is $5,000 and you elect to begin payments at age 63, your
adjusted Guaranteed Annual Withdrawal Amount will be $4,500. ($5,000 reduced by
10%, or $500).

You may also elect to defer beginning your Guaranteed Annual Withdrawal Amount
payments until after age 65, which will result in an increase of your
Guaranteed Annual Withdrawal Amount, as indicated below.



-------------------------------------------------------------
    PAYMENTS BEGIN AT AGE            INCREASE TO GAWA
-------------------------------------------------------------
                            
             66                            102%
-------------------------------------------------------------
             67                            104%
-------------------------------------------------------------
             68                            106%
-------------------------------------------------------------
             69                            108%
-------------------------------------------------------------
        70 and older                       110%
-------------------------------------------------------------


Using the same example as above, if your Guaranteed Annual Withdrawal Amount
based on receiving payments at age 65 is $5,000 and you elect to begin payments
at age 68, your adjusted Guaranteed Annual Withdrawal Amount will be $5,300
($5,000 increased by 6%, or $300).

Your Guaranteed Annual Withdrawal Amounts are not cumulative from year to year.
If you withdraw less than the Guaranteed Annual Withdrawal Amount in any
participation year, you may not add the remainder to your Guaranteed Annual
Withdrawal Amount in any subsequent year.

The withdrawal charge, if applicable under the EQUI-VEST(R) Strategies
contract, is waived for withdrawals up to the Guaranteed Annual Withdrawal
Amount. However, all withdrawals, including withdrawals from your Non-Personal
Income Benefit account value, are counted toward your 10% free withdrawal
amount. See "Withdrawal charge" in "Charges and expenses" later in this
prospectus.

You may take your lifetime required minimum distributions ("RMDs") without
losing the value of the Personal Income 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 RMD
automatic withdrawal option. 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.

If you experience a financial hardship or unforeseeable emergency that causes
you to take a withdrawal from your Personal Income Benefit account value, this
withdrawal does not start your Guaranteed Annual Withdrawal Amount payments,
but will result in a reduction of your Guaranteed Annual Withdrawal Amount. For
more information

                                      33

                        CONTRACT FEATURES AND BENEFITS






about how a hardship or unforeseeable emergency withdrawal will impact the
Guaranteed Annual Withdrawal Amount, see "Hardship and unforeseeable emergency
withdrawals" in "Accessing your money" later in this prospectus.

TRANSFERRING YOUR PERSONAL INCOME BENEFIT ACCOUNT VALUE

Amounts allocated to the Personal Income Benefit variable investment options
can always be transferred to other Personal Income Benefit variable investment
options, but cannot be transferred to the Non-Personal Income Benefit
investment options. However, once you have had amounts allocated to the
Personal Income Benefit variable investment options for at least one year from
the date of the initial allocation, we will permit a one-time exception to this
requirement. You may wish to transfer amounts out of the Personal Income
Benefit variable investment options if you no longer want to pay the Personal
Income Benefit charge, or if you determine that Guaranteed Annual Withdrawal
Amount payments are not part of your overall retirement strategy, or if you
want to allocate those amounts to Non-Personal Income Benefit variable
investment options. Please note that if you utilize this exception, you will
forfeit your Guaranteed Annual Withdrawal Amount and we will not refund the
Personal Income Benefit charges you paid.

If you utilize this exception, you must transfer all amounts out of the
Personal Income Benefit variable investment options into Non-Personal Income
Benefit investment options. This will terminate the Personal Income Benefit
feature and you will not be able to make transfers back into the Personal
Income Benefit variable investment options. We will deduct a pro rata portion
of the charge for the Personal Income Benefit feature from the Personal Income
Benefit account value. You will have to make this request in a form acceptable
to us, and provide allocation instructions for the amounts to be transferred.
If your allocation instructions on file included allocations to the Personal
Income Benefit variable investment options, you will also need to provide new
allocation instructions.

For example, assume the following:

..   your Non-Personal Income Benefit account value is $5,000;

..   your Personal Income Benefit account value is $2,960; and

..   your Guaranteed Annual Withdrawal Amount is $95.19.

If you decide to discontinue the Personal Income Benefit feature by
transferring amounts out of the Personal Income Benefit account value, your
Non-Personal Income Benefit account value will be $7,960 (minus a pro rata
portion of the Personal Income Benefit charge applied to your Personal Income
Benefit account value), your Personal Income Benefit account value will be $0
and your Guaranteed Annual Withdrawal Amount will be $0.

EFFECT OF PERSONAL INCOME BENEFIT EARLY AND EXCESS WITHDRAWALS

A Personal Income Benefit Early withdrawal is caused when you take a withdrawal
from your Personal Income Benefit account value before you have elected to
begin receiving your Guaranteed Annual Withdrawal Amount payments.

If you take a Personal Income Benefit Early withdrawal, you are still permitted
to make contributions and transfers to, or take loans from, the Personal Income
Benefit variable investment options.

A Personal Income Benefit Excess withdrawal is caused when you withdraw more
than your Guaranteed Annual Withdrawal Amount in any participation year from
your Personal Income Benefit account value. Once a withdrawal (including a
hardship or an unforeseeable emergency withdrawal) causes cumulative
withdrawals from your Personal Income Benefit account value in a participation
year to exceed your Guaranteed Annual Withdrawal Amount, only the dollar amount
of the withdrawal that causes the cumulative withdrawals to exceed the
Guaranteed Annual Withdrawal Amount is considered a Personal Income Benefit
Excess withdrawal. In addition, each subsequent withdrawal in that
participation year is considered a Personal Income Benefit Excess withdrawal.
Withdrawals from your Non-Personal Income Benefit account value are not
considered when calculating Personal Income Benefit Excess withdrawals. In
other words, you may make withdrawals from your Non-Personal Income Benefit
account value without triggering a Personal Income Benefit Excess withdrawal.

A Personal Income Benefit Early or Excess withdrawal can cause a significant
reduction in both your Ratchet Base and your Guaranteed Annual Withdrawal
Amount. If you make a Personal Income Benefit Early or Excess withdrawal, we
will recalculate your Ratchet Base and your Guaranteed Annual Withdrawal
Amount. The withdrawal will reduce your Ratchet Base and your Guaranteed Annual
Withdrawal Amount on a pro rata basis. Reduction on a pro rata basis means we
take the percentage of your Personal Income Benefit account value withdrawn and
reduce your Ratchet Base and your Guaranteed Annual Withdrawal Amount by that
same percentage. If, at the time you take a Personal Income Benefit Early or
Excess withdrawal, your Personal Income Benefit account value is less than your
Ratchet Base, the pro rata reduction in your Ratchet Base will be greater than
the dollar amount of the withdrawal.

Please note that a Personal Income Benefit Early or Excess withdrawal may be
subject to withdrawal charges if it exceeds the 10% free withdrawal amount. A
Personal Income Benefit Early or Excess withdrawal that reduces your Personal
Income Benefit account value to zero will terminate the Personal Income Benefit
without value.

Any withdrawal, whether from the Personal Income Benefit account value or the
Non-Personal Income Benefit account value, reduces your death benefit under the
contract. See "Payment of death benefit" later in this prospectus.

The following examples are designed to show how Early and Excess withdrawals
impact the values in your contract and the Personal Income Benefit feature.
Please note that all withdrawals will reduce your death benefit on a pro rata
basis.

EXAMPLE 1: A Personal Income Benefit Early withdrawal

Assume the following:

..   your Non-Personal Income Benefit account value is $1,000;

..   your Personal Income Benefit account value is $5,000;

..   your Ratchet Base is $6,000;

..   your Guaranteed Annual Withdrawal Amount is $200;

..   you are still employed by the plan sponsor; and

                                      34

                        CONTRACT FEATURES AND BENEFITS







..   you decide to take a withdrawal of $1,500.

Your withdrawal will be a Personal Income Benefit Early withdrawal. We will
deduct $1,000 from your Non-Personal Income Benefit account value and $500 from
your Personal Income Benefit account value. Your Ratchet Base and Guaranteed
Annual Withdrawal Amount will be reduced by 10% (your Personal Income Benefit
account value ($5,000) divided by the amount of the withdrawal taken from your
Personal Income Benefit account value ($500)). After the withdrawal:

..   your Non-Personal Income Benefit account value will be $0;

..   your Personal Income Benefit account value will be $4,500;

..   your Ratchet Base will be $5,400 ($6,000 reduced by 10%); and

..   your Guaranteed Annual Withdrawal Amount will be $180 ($200 reduced by 10%).

EXAMPLE 2: A Personal Income Benefit Excess withdrawal with a withdrawal charge

For this example, assume you make an initial $20,000 rollover contribution and
there has been no investment performance. Also assume the contract has a 5%
withdrawal charge in your second participation year which does not apply to
withdrawals up to 10% of your total account value each year (the "10% free
withdrawal amount"). Two participation years later, you are no longer employed
by the plan sponsor and are eligible to start taking GAWA withdrawals.

..   your Non-Personal Income Benefit account value is $5,000;

..   your Personal Income Benefit account value is $15,000;

..   your Ratchet Base is $15,000;

..   your Guaranteed Annual Withdrawal Amount is $450;

..   your 10% free withdrawal amount is $2,000; and

..   you decide to take a withdrawal of $7,500 from your certificate.

The withdrawal charge will not apply to the first 10% of account value
withdrawn, here $2,000. In this case, the withdrawal charge will be $275
($5,500 multiplied by 5%). Therefore, the total amount subtracted from the
total account value will be $7,775 (the $7,500 withdrawal plus the $275
withdrawal charge). We will deduct $5,000 from your Non-Personal Income Benefit
account value and $2,775 from your Personal Income Benefit account value. This
will be a Personal Income Benefit Excess withdrawal of $2,325 because the
amount withdrawn from your Personal Income Benefit account value exceeds your
Guaranteed Annual Withdrawal Amount of $450. Your Ratchet Base and Guaranteed
Annual Withdrawal Amount will be reduced by 15.5% (your Personal Income Benefit
account value ($15,000) divided by the amount of the withdrawal taken from your
Personal Income Benefit account value ($2,325)). After the withdrawal:

..   your Non-Personal Income Benefit account value will be $0;

..   your Personal Income Benefit account value will be $12,225;

..   your Ratchet Base will be $12,675 ($15,000 reduced by 15.5%); and

..   your Guaranteed Annual Withdrawal Amount will be $380.25 ($450 reduced by
    15.5%).

EFFECT OF YOUR PERSONAL INCOME BENEFIT ACCOUNT VALUE FALLING TO ZERO

If your Personal Income Benefit account value falls to zero due to a Personal
Income Benefit Early or Excess withdrawal, your Personal Income Benefit
(including Guaranteed Annual Withdrawal Amount payments) will terminate. Once
terminated, the Personal Income Benefit cannot be restored. If your Personal
Income Benefit account value falls to zero, either due to a withdrawal that is
not a Personal Income Benefit Early or Excess withdrawal or due to a deduction
of a charge and you have Non-Personal Income Benefit account value remaining,
the Personal Income Benefit feature under your certificate will continue as
long as you have Non-Personal Income Benefit account value. In other words, you
will continue to receive Guaranteed Annual Withdrawal Amount payments. These
payments will never reduce your Non-Personal Income Benefit account value.

If your Personal Income Benefit account value is zero and your Non-Personal
Income Benefit account value is zero, or later falls to zero, your certificate
will terminate and you will receive a supplementary life annuity contract
setting forth your continuing benefits. You will be the owner and annuitant. If
the supplementary life annuity contract is issued in connection with a Joint
life contract, you will be the annuitant and your spouse will be the joint
annuitant, provided you are still married. The following will then occur:

..   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
    unscheduled partial withdrawals, we will pay the balance of the Guaranteed
    Annual Withdrawal Amount for that participation year in a lump sum. Payment
    of the Guaranteed Annual Withdrawal Amount will begin on the next
    participation date anniversary.

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

..   Any minimum death benefit remaining under the original certificate 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 your death,
    if applicable, we will pay it to the beneficiary.

..   The charge for the Personal Income 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

..   The Personal Income Benefit feature is not appropriate if you do not intend
    to take withdrawals prior to annuitization.

                                      35

                        CONTRACT FEATURES AND BENEFITS







..   In order to elect to start taking Guaranteed Annual Withdrawal Amount
    payments, you must first repay any outstanding loan (including interest
    accrued but not yet paid). If you cannot repay the loan, we will treat it
    as defaulted or offset. For more information, see "Loans" in "Accessing
    your money."

..   Amounts withdrawn in excess of your Guaranteed Annual Withdrawal Amount may
    be subject to a withdrawal charge, if applicable, as described in "Charges
    and expenses" later in this prospectus. In addition, all withdrawals count
    toward your 10% free withdrawal amount for that participation year.
    Personal Income Benefit Early and Excess withdrawals can significantly
    reduce or completely eliminate the value of the Personal Income Benefit.
    See "Effect of Personal Income Benefit Early and Excess withdrawals" above
    in this section.

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

..   All Personal Income Benefit withdrawals reduce your Personal Income Benefit
    account value and minimum death benefit. See "How withdrawals are taken
    from your account value" and "How withdrawals affect the standard death
    benefit and the enhanced death benefit" later in this prospectus.

..   If you withdraw less than the Guaranteed Annual Withdrawal Amount in any
    participation year, you may not add the remainder to your Guaranteed Annual
    Withdrawal Amount in any subsequent year.

..   If you surrender your certificate to receive its cash value and your
    Personal Income Benefit account value is greater than your Guaranteed
    Annual Withdrawal Amount, all benefits under the certificate will
    terminate, including the Personal Income Benefit feature.

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

..   If you are not eligible to begin receiving your Guaranteed Annual
    Withdrawal Amount, and any amount is taken from your Personal Income
    Benefit account value to satisfy a withdrawal request (including a hardship
    or unforeseeable emergency withdrawal), this will be considered a Personal
    Income Benefit Early withdrawal. This amount will also be subject to
    withdrawal charges, if applicable.

..   If you have to take all or a portion of a required minimum distribution
    ("RMD") from your Personal Income Benefit account value and it is your
    first withdrawal under the certificate, the RMD will be considered your
    "first withdrawal" for the purposes of establishing your Guaranteed Annual
    Withdrawal Amount.

..   If you elect to take Guaranteed Annual Withdrawal Amount payments on a
    Joint life basis and subsequently get divorced, your divorce will not
    automatically terminate the certificate. For both Joint life and Single
    life certificates, it is possible that the terms of your divorce decree
    could significantly reduce or completely eliminate the value of this
    benefit. In addition, if you drop the Joint life, you will not be able to
    name a new Joint life and payments will continue to be made in the same
    amount.


..   The determination of spousal status is made under applicable state law. In
    June 2013, the U.S. Supreme Court ruled that the portion of the federal
    Defense of Marriage Act that precluded same-sex marriages from being
    recognized for purposes of federal law was unconstitutional. The IRS
    adopted a rule recognizing the marriage of same-sex individuals validly
    entered into in a jurisdiction that authorizes same-sex marriages, even if
    the individuals are domiciled in a jurisdiction that does not recognize the
    marriage. The IRS also ruled that the term "spouse" does not include an
    individual who has entered into a registered domestic partnership, civil
    union, or other similar relationship that is not denominated as a
    "marriage" under the laws of that jurisdiction. Absent further guidance, we
    intend to continue administering the contract consistent with these IRS
    rulings. Therefore, exercise of any spousal continuation right under a
    contract by an individual who does not meet the definition of "spouse"
    under federal law may have adverse tax consequences. If you are married to
    a same-sex spouse, you have all of the rights and privileges under the
    contract as someone married to an opposite sex spouse. You should be aware
    that the U.S. Supreme Court has agreed to hear another case addressing
    same-sex marriage. It is not clear whether the outcome of this case will
    affect our procedures. Consult with a tax adviser for more information on
    this subject.


..   We reserve the right, in our sole discretion, to discontinue the acceptance
    of, and/or place limitations on contributions and transfers into the
    certificate and/or certain investment options. If you activated the
    Personal Income Benefit feature and we exercise our right to discontinue
    the acceptance of, and/or place limitations on contributions and transfers
    into the Personal Income Benefit variable investment options, you may no
    longer be able to fund your Personal Income Benefit feature. This means
    that if you have not yet allocated amounts to the Personal Income Benefit
    variable investment options, you may not be able to fund the Personal
    Income Benefit feature at all. This also means that if you have already
    funded the Personal Income Benefit feature by allocating amounts to the
    Personal Income Benefit variable investment options, you may no longer be
    able to increase your Guaranteed Annual Withdrawal Amount through
    contributions and transfers.

DEATH BENEFIT

Your certificate provides a death benefit. If you do not elect the enhanced
death benefit described below, the death benefit is equal to the greater of
(i) your account value (less any outstanding loan and accrued loan interest) 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,
and (ii) the standard death benefit. Your account value will include any
positive market value adjustment but will not include any negative market value
adjustment that would apply to a withdrawal. The standard death benefit is
equal to your total contributions, adjusted for withdrawals and any withdrawal
charges, any taxes that apply and less any outstanding loan balance (including
any accrued, but unpaid, interest).

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and the amount of the death benefit will be
calculated as of the date we receive all

                                      36

                        CONTRACT FEATURES AND BENEFITS






requirements necessary to issue your spouse's new contract. The amount of the
death benefit will be calculated to equal the greater of (i) your account value
(less any outstanding loan balance plus accrued interest) as of the date that
your spouse's contract is issued, and (ii) the "standard 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.

The death benefit is the same whether or not you have allocated amounts to the
Personal Income Benefit variable investment options. If you activated the
Personal Income Benefit feature, your total account value is your Personal
Income Benefit account value plus your Non-Personal Income Benefit account
value.

ENHANCED DEATH BENEFIT

For an additional annual fee you may elect the enhanced death benefit.

You may elect the enhanced death benefit only at the time you apply to
participate under the EQUI-VEST(R) Strategies contract. Additionally, to elect
this benefit, you must be younger than age 76 when participation under the
contract begins. Once you elect this benefit, you may not cancel it as long as
you continue participation in the contract.

If you elect the enhanced death benefit, the death benefit is equal to the
greater of:

(a)your account value (without any negative market value adjustment that would
   otherwise apply) as of the date we receive satisfactory proof of your death,
   any required instructions for the method of payment, information and forms
   necessary to effect payment (less any outstanding loan and accrued loan
   interest); and

(b)the enhanced death benefit as of the date of your death.

On the participation date, your enhanced death benefit equals your initial
contribution. Then, on each third participation date anniversary until you are
age 85, we will determine your enhanced death benefit by comparing your current
enhanced death benefit to your account value. If your account value is higher
than your enhanced death benefit, we will increase your enhanced death benefit
to equal your account value. On the other hand, if your account value on any
third participation date anniversary is less than your enhanced death benefit,
we will not adjust your enhanced death benefit either up or down.

If you make additional contributions, we will increase your current enhanced
death benefit by the dollar amount of the contribution on the date the
contribution is allocated to your investment options. If you take a withdrawal
from your account value, we will adjust your enhanced death benefit on the date
you take the withdrawal. Appendix III at the end of this prospectus provides an
example of how the enhanced death benefit is calculated.

HOW WITHDRAWALS AFFECT THE STANDARD DEATH BENEFIT AND THE ENHANCED DEATH BENEFIT

Each withdrawal you make will reduce the amount of your current standard death
benefit or enhanced death benefit 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 standard death benefit or
enhanced death benefit by that 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 enhanced death benefit was $40,000 before the
withdrawal, it would be reduced by $16,000 ($40,000 x .40) and your new
enhanced death benefit after the withdrawal would be $24,000 ($40,000 -
$16,000).

Before purchasing certain optional benefits such as the enhanced death benefit
for your certificate, you and your tax adviser should carefully consider the
following. If you intend to satisfy your lifetime required minimum distribution
("RMD") requirements which begin after age 70 1/2 for this certificate by
taking account-based withdrawals (as opposed to receiving annuity payments),
you should know that under the terms of the annuity contract such withdrawals
will reduce your optional benefits and may have the effect of eliminating your
ability to utilize the entire benefit. Also, purchasing certain optional
benefits may increase the amount of RMDs you are required to withdraw under the
tax rules if you elect withdrawals and not annuity payments. For more
information, 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 certificate, you may return
it to us for a refund. To exercise this cancellation right you must mail the
certificate directly to our processing office within 10 days after you receive
it. In some states, this "free look" period may be longer. Other state
variations may apply. Please contact your financial professional and/or see
Appendix IV to find out what applies in your state.

For contributions allocated to the variable investment options, your refund
will equal the contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, the refund will equal the amount of the contribution
allocated to fixed maturity options reflecting any positive or negative market
value adjustments. For TSA and EDC contracts, your refund will also be less any
amounts in the loan reserve account. Some states require that we refund the
full amount of the contribution (not including any investment gain or loss, or
interest or market value adjustment). For contributions allocated to the
guaranteed interest option, the refund will equal the amount of the
contributions, without interest.

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

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

..   you change your mind before you receive your certificate whether we have
    received your contribution or not.

In addition to the cancellation right described above, you have the right to
surrender your certificate, rather than cancel it. Surrendering your
certificate may yield results different than canceling your certificate,
including a greater potential for taxable income. In some cases, your cash
value upon surrender may be greater than your contributions to the certificate.
Please see "Tax information" later in this prospectus for possible consequences
of canceling your certificate.

                                      37

                        CONTRACT FEATURES AND BENEFITS





2. Determining your certificate's value

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your " account value" is the total of the: (i) values you have allocated to the
variable investment options; (ii) the guaranteed interest option; (iii) the
market adjusted amounts you have in the fixed maturity options; and (iv) if you
have taken a loan, amounts held in your loan reserve account. These amounts are
subject to certain fees and charges discussed in "Charges and expenses" later
in this prospectus.

Your certificate also has a "cash value." At any time before annuity payments
begin, your certificate's cash value is equal to the account value, less:
(i) any applicable withdrawal charges, (ii) the total amount or a pro rata
portion of the annual administrative charge, (iii) the total amount or a pro
rata portion of the Personal Income Benefit charge, if applicable, and (iv) any
outstanding loan, plus accrued interest.

PERSONAL INCOME BENEFIT FEATURE

If you activated the Personal Income Benefit feature under your certificate, we
refer to the account value associated with that feature as your "Personal
Income Benefit account value." Your account value that is not associated with
that benefit is referred to as your "Non-Personal Income Benefit account
value." Your total account value under the certificate is the sum of these
amounts.

Your Personal Income Benefit account value allocations are limited to certain
variable investment options we refer to as the "Personal Income Benefit
variable investment options." Amounts in your Personal Income Benefit account
value are also subject to certain transfer restrictions and a separate charge
for providing the guarantees under the feature. See "Personal Income Benefit"
in "Contract features and benefits" earlier in this prospectus for details.

YOUR CERTIFICATE'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 certificate.

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

The unit value for each variable investment option depends on the investment
performance of that option minus daily charges for mortality and expense risks
and other expenses. 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 certificate under that option, multiplied
by that day's value for one unit. The number of your certificate units in any
variable investment option does not change unless they are increased or
decreased to reflect additional contributions, withdrawals, withdrawal charges,
transfers and loans.

In addition, the annual administrative charge, enhanced death benefit charge,
the Personal Income Benefit charge or third-party transfer or rollover charge,
will reduce the number of units credited to your certificate. A description of
how unit values are calculated is found in the SAI.

YOUR CERTIFICATE'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
and transfers out of the option, and charges we deduct.

YOUR CERTIFICATE'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.

INSUFFICIENT ACCOUNT VALUE

Your certificate will terminate without value if your account value is
insufficient to pay any applicable charges when due unless you have activated
the Personal Income Benefit feature under your certificate. 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 certificate.
For information about what happens if your Personal Income Benefit account
value falls to zero, see "Effect of your Personal Income Benefit account value
falling to zero" in "Contract features and benefits" earlier in this prospectus.

                                      38

                     DETERMINING YOUR CERTIFICATE'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 must transfer at least $300 of account value or, if less, the entire
    amount in the investment option. We may waive the $300 requirement.

..   You may not transfer to a fixed maturity option in which you already have
    value.

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


..   If you are age 76 or older, you must limit your transfers to fixed maturity
    options with maturities of five years or less. As of February 18, 2015, not
    all maturities were available.


..   You may not transfer to a fixed maturity option if its maturity date is
    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 will cause a market value adjustment.

..   If you activated the Personal Income Benefit feature, you may transfer your
    Personal Income Benefit account value among Personal Income Benefit
    variable investment options. Also, you may transfer your account value from
    your Non-Personal Income Benefit investment options to the Personal Income
    Benefit variable investment options, subject to the limitations described
    in "How you can contribute to your certificate" and "What are your
    investment options under the contract?" under "Contract features and
    benefits" earlier in this prospectus.

..   Transfers from the Personal Income Benefit variable investment options to
    the Non-Personal Income Benefit variable investment options, the guaranteed
    interest option and the fixed maturity options are generally not permitted.
    However, once you have had amounts allocated to the Personal Income Benefit
    variable investment options for at least one year from the date of the
    initial allocation, we will permit a one-time exception to this
    requirement. If you utilize this exception, you must transfer all amounts
    out of the Personal Income Benefit variable investment options into
    Non-Personal Income Benefit investment options. This will permanently
    discontinue the Personal Income Benefit and you will not be able to make
    transfers back into the Personal Income Benefit variable investment
    options. We will deduct a pro rata portion of the charge for the Personal
    Income Benefit from the Personal Income Benefit account value. You will
    have to make this request in a form acceptable to us, and provide
    allocation instructions for the transferred funds. If your allocation
    instructions on file included allocations to the Personal Income Benefit
    variable investment options, you will also need to provide new allocation
    instructions.

..   If your employer or you choose the maximum investment options choice method
    for selecting investment options (including if you have been deemed to have
    selected that method as a result of a Target Allocation investment option
    in which you are invested becoming a group "B" option as described under
    "Selecting your investment method" in "Contract features and benefits"
    earlier in this prospectus) the maximum amount you may transfer in any
    participation year from the guaranteed interest option to any other
    investment option is (a) 25% of the amount you had in the guaranteed
    interest option on the last day of the prior participation year or, if
    greater, (b) the total of all amounts you transferred from the guaranteed
    interest option to any other investment option in the prior participation
    year.

..   If you transfer money from another financial institution into the
    guaranteed interest option during your first participation year, and if
    your employer or you have selected the maximum investment options method
    (including if you have been deemed to have selected that method as a result
    of a Target Allocation investment option in which you are invested becoming
    a group "B" option as described under "Selecting your investment method" in
    "Contract features and benefits" earlier in this prospectus) you may,
    during the balance of that participation year, transfer up to 25% of such
    initial guaranteed interest option balance to any other investment option.

Upon advance notice we may change or establish additional restrictions on
transfers among the investment options, including limitations on the number,
frequency, or dollar amount of transfers. We may also, at any time, exercise
our right to close a variable investment option to transfers. A transfer
request does not change your percentages for allocating current or future
contributions among the investment options. In addition to the restrictions
described above, all transfers are subject to our policies and procedures set
forth in "Disruptive transfer activity" below.

You may request a transfer in writing or by telephone using TOPS or online
using Online Account Access. You must send all signed written requests directly
to our processing office. Transfer requests should specify:

(1)the certificate number,

(2)the dollar amounts to be transferred, and

(3)the investment options to and from which you are transferring.

You or the trustee or employer owner, whichever applies, can direct us to
transfer among the investment options.

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.

                                      39

               TRANSFERRING YOUR MONEY 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 "affiliated trusts"), as
well as investment options with underlying portfolios of outside trusts with
which AXA Equitable has entered participation agreements (the "unaffiliated
trusts" and, collectively with the affiliated trusts, the "trusts"). The
affiliated 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 affiliated trust obtains from us contract
owner trading activity. The affiliated 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.

When a contract owner 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.

Each unaffiliated trust may have its own policies and procedures regarding
disruptive transfer activity. 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. 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.

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.

AUTOMATIC TRANSFER OPTIONS

INVESTMENT SIMPLIFIER

Our investment simplifier program allows you to choose from two automatic
options for transferring amounts from the guaranteed interest option to the
variable investment options. In order to choose investment simplifier with
Personal Income Benefit variable investment

                                      40

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






options as destination investment options, you must have already activated the
Personal Income Benefit feature. Please note that transfers to the Personal
Income Benefit variable investment options are allowed only until you elect to
begin receiving Guaranteed Annual Withdrawal Amount payments. The transfer
options are the "fixed-dollar option" and the "interest sweep." You may select
one or the other, but not both. If you elect to use rebalancing option II
(discussed below), you may not choose either of the investment simplifier
options.

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, including the Personal Income Benefit
variable investment options, on a monthly basis. You can specify the number of
monthly transfers or instruct us to continue to make monthly 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. You also must elect to transfer at least $50 per month. The
fixed-dollar option is subject to the guaranteed interest option transfer
limitation described above under "Transferring your account value."

INTEREST SWEEP. Under the interest sweep, we will make transfers on a monthly
basis from amounts in the guaranteed interest option. 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 and on the last
business day of each month thereafter to participate in the interest sweep
option.

The fixed-dollar and interest sweep options are forms of dollar-cost averaging.
Dollar-cost averaging allows you to gradually allocate amounts to the variable
investment options by periodically transferring approximately the same dollar
amount to the variable investment options you select. This 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. This plan of investing, however, does not guarantee that you will
earn a profit or be protected against losses.

WHEN YOUR PARTICIPATION IN THE INVESTMENT SIMPLIFIER WILL END. Your
participation in the investment simplifier will end:

..   Under the fixed-dollar option, when either the number of designated monthly
    transfers have been completed or the amount you have available in the
    guaranteed interest option has been transferred out.

..   Under the interest sweep, when the amount you have in the guaranteed
    interest option falls below $7,500 (determined on the last business day of
    the month) for two months in a row.

..   Under either option, on the date we receive at our processing office, your
    written request to cancel automatic transfers, or on the date your
    certificate terminates.

..   Under either option, on the date we receive at our processing office, your
    election to begin receiving Guaranteed Annual Withdrawal Amount payments,
    only if you are making monthly transfers to the Personal Income Benefit
    variable investment options.

REBALANCING YOUR ACCOUNT VALUE

Our rebalancing program offers two options that you can use to automatically
reallocate your Non-Personal Income Benefit account value. Rebalancing is not
available for amounts allocated to the Personal Income Benefit variable
investment options.

Option I permits reallocation among the variable investment options only and
option II permits reallocation among the variable investment options and the
guaranteed interest option. To enroll in the asset rebalancing program, you
must notify us in writing by completing our asset rebalancing form, instructing
us:

(a)in whole percentages only, the percentage you want invested in each variable
   investment option (and the guaranteed interest option, if applicable), and

(b)how often you want the rebalancing to occur (quarterly, semian-nually, or
   annually).

While your rebalancing program is in effect, we will transfer amounts among
each variable investment option (and the guaranteed interest option, if
applicable), so that the percentage of your account value that you specify is
invested in each option at the end of each rebalancing date. Your entire
Non-Personal Income Benefit account value in the variable investment options
(and guaranteed interest option, if applicable) must be included in the
rebalancing program. Currently, we permit rebalancing of up to 20 investment
options. Transfer restrictions out of the guaranteed interest option may apply
in accordance with the last two bullets under "Transferring your account value"
above in this section. The initial transfer under the rebalancing program
(based on your Non-Personal Income Benefit account value as of the day before
the program is established) is not permitted to cause the transfer restrictions
to be violated, and any rebalancing election that would be a violation of the
transfer restrictions will not be put into effect. However, if the program can
be established, once it is in effect, the transfer restrictions will be waived
for the rebalancing transfers.

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

To be eligible, you must have (i) at least $5,000 of Non-Personal Income
Benefit account value in the variable investment options for option I, or
(ii) at least $5,000 of account value in the Non-Personal Income Benefit
variable investment options and the guaranteed interest option, combined for
option II. Rebalancing is not available for amounts you have allocated in the
fixed maturity options. We may waive this $5,000 requirement.

If you elect to use option II, you may not choose either of the investment
simplifier automatic options.

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

                                      41

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






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.

FOR CERTIFICATES WITH OUTSTANDING LOANS ONLY, on any rebalancing date where the
amount to be transferred from the guaranteed interest option would cause a
transfer from the loan reserve account (which is part of the guaranteed
interest option), the rebalancing program will be automatically cancelled. (See
"Loans" in "Accessing your money" later in this prospectus.)

PRONVEST MANAGED ACCOUNT SERVICE

AXA Equitable offers access to managed account services through ProNvest, Inc.,
an unaffiliated third party. ProNvest is an independent registered investment
advisory firm that assists retirement plan participants with goal-based advice
and money management services.


If available under your employer's plan, you may enroll in ProNvest's managed
account service to manage your participant account. ProNvest will allocate
assets invested in your participant account among the Non-Personal Income
Benefit and Personal Income Benefit variable investment options, the guaranteed
interest option, and the Structured Investment Option based on a customized
investment plan created for you from information you provide to ProNvest. (For
more information about the Structured Investment Option, please see the
Structured Investment Option prospectus). Generally, ProNvest will adjust your
allocations every quarter or as the market changes. A minimum account value may
be required to enroll in the ProNvest managed account service.


You should be aware that during your enrollment in the ProNvest managed account
service, YOU WILL NOT HAVE THE ABILITY TO TRANSFER OR RE-ALLOCATE YOUR ASSETS
INVESTED IN YOUR PARTICIPANT ACCOUNT. If you wish to make a transfer or
re-allocate your assets, you must terminate your enrollment in the ProNvest
managed account service. Once terminated, we reserve the right to not permit
you to re-elect the managed account service. In addition, if you enroll in the
ProNvest managed account service, automated programs including dollar cost
averaging and asset rebalancing will be terminated. However, the Automatic RMD
withdrawal and systematic withdrawal options will continue to be available.

If you invested in the Structured Investment Option and specified a Performance
Cap Threshold or provided special maturity instructions, those elections will
be terminated if you enroll in the ProNvest managed account service.


If you enroll in the ProNvest managed account service, ProNvest will charge a
quarterly fee at an annual rate up to 0.60% of your Non-Personal Income Benefit
variable investment options. The amount of the fee may be lower and varies
among broker-dealers. We will deduct this fee pro rata from your Non-Personal
Income Benefit variable investment options and guaranteed interest option
first, then from the account for special dollar cost averaging. If those
amounts are insufficient, we will deduct this charge pro rata from your fixed
maturity options, if any. We will not deduct this fee from amounts invested in
the Personal Income Benefit variable investment options.


You may terminate the ProNvest managed account service at any time by
contacting ProNvest. Visit www.ProNvest.com for information on contacting
ProNvest and communicating your instructions.

For additional information or to enroll in the ProNvest managed account
service, contact your financial professional. Minimum participant account
balance requirements may apply. The ProNvest managed account service may not be
available in all plans, all contracts, or in all states.

                                      42

               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. EQUI-VEST(R) Strategies TSA
participants may only withdraw amounts from their account value that are 100%
vested, subject to the employer's approval, plan rules and applicable laws.
(See "Forfeitures" below.) More information follows the table. For the tax
consequences of taking withdrawals, see "Tax information" later in this
prospectus.

Please see "Insufficient account value" in "Determining your certificate's
value" and "Effect of Personal Income Benefit Early and Excess withdrawals" in
"Contract features and benefits" earlier in this prospectus for more
information on how withdrawals affect your guaranteed benefits and could
potentially cause your certificate to terminate.

FORFEITURES

A 403(b) plan may have a vesting schedule applicable to some or all employer
contributions. Forfeitures can arise when a 403(b) plan participant who is not
fully vested under a plan separates from service. Plan participants should
consult the plan administrator to learn more about the vesting schedule. When a
forfeiture occurs, we will withdraw any unvested portion of a plan
participant's account value and deposit such amount in a forfeiture account in
the contract. The plan administrator must tell us the unvested balance. We
allocate amounts in the forfeiture account to the guaranteed interest option,
unless otherwise agreed to by the employer/trustee and us.

Forfeited account values may be reallocated to active plan participants in
accordance with the terms of the plan. Special rules apply to how the
withdrawal charge, if any, will apply when forfeitures have occurred. See
"Withdrawal charge" under "Charges and expenses" later in this prospectus.



METHOD OF WITHDRAWAL
-------------------------------------------------------------------------------
                               PARTIAL                            MINIMUM
 CONTRACT                     WITHDRAWAL        SYSTEMATIC      DISTRIBUTION
-------------------------------------------------------------------------------
                                                       
TSA                            Yes/(1)(2)(3)/    Yes/(1)(2)(3)/     Yes/(2)(3)/
-------------------------------------------------------------------------------
EDC                            Yes/(1)(2)(3)/    Yes/(1)(2)(3)/     Yes/(2)(3)/
-------------------------------------------------------------------------------

(1)Only if the certificate is not subject to withdrawal restrictions.
(2)Only if there are no outstanding loans.
(3)Requires or may require Plan Administrator's approval. See "Tax information"
   later in this prospectus.

TAKING WITHDRAWALS UNDER THE PERSONAL INCOME BENEFIT

This section describes the ways in which you can take Guaranteed Annual
Withdrawal Amount payments. You may take unscheduled payments by submitting a
request in a form acceptable to us, or you can take payments under one of our
automated payment plans.

Under either the Maximum payment plan or the Customized payment plan, you may
take withdrawals on a monthly, quarterly or annual basis, provided the
scheduled payment is at least $250 for monthly and quarterly payments. If the
scheduled payment falls below this amount, we will terminate the program, even
if a Required Minimum Distribution ("RMD") withdrawal causes the reduction. You
may change the payment frequency of your withdrawals at any time, and the
change will become effective on the next participation date anniversary.

You may elect either the Maximum payment plan or the Customized payment plan at
any time after you are eligible to start taking Guaranteed Annual Withdrawal
Amount payments. 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. The first payment date cannot be more than one
full payment mode from the date the enrollment form is received at our
processing office.

Our automatic payment plans are available to you if you are taking withdrawals
to help you meet lifetime required minimum distributions under federal income
tax rules. To best meet your needs, you should consider using an automatic
payment plan in conjunction with our RMD automatic withdrawal option. The RMD
automatic withdrawal option is described later in this section.

MAXIMUM PAYMENT PLAN. Our Maximum payment plan provides for the withdrawal of
the Guaranteed Annual Withdrawal Amount in scheduled payments. You select the
payment frequency; annually, quarterly or monthly. The amount of the withdrawal
will increase on participation date anniversaries with any Ratchet increase.

If you elect annual payments, you may choose the date on which you receive your
Guaranteed Annual Withdrawal Amount, but that date cannot be more than one full
payment mode from the date your enrollment form is received at our processing
office. If you have taken a partial withdrawal from your Personal Income
Benefit account value prior to enrollment in the Maximum payment plan, the
payment you receive will be the difference between your Guaranteed Annual
Withdrawal Amount and the previously received withdrawal.

If you elect the Maximum payment plan and start monthly or quarterly payments
after the beginning of a participation year, your first payment will be made as
soon as your request is processed and include any additional amount that would
have been paid to you if you had elected the plan at the beginning of the
participation year (the "catch-up payment").

If you take a partial withdrawal from your Personal Income Benefit account
value in the same participation year, but prior to enrollment in the Maximum
payment plan and the partial withdrawal was greater than any catch-up payment
due, the partial withdrawal will be subtracted from the Guaranteed Annual
Withdrawal Amount and the difference will be divided by the number of scheduled
payments. If the partial withdrawal was less than any catch-up payment due, it
will be subtracted from the catch-up payment and the difference will be
included with your first payment. In subsequent years, you will receive the
full amount of your Guaranteed Annual Withdrawal Amount.

                                      43

                             ACCESSING YOUR MONEY







If you take a partial withdrawal from the Personal Income Benefit account value
after enrolling in the Maximum payment plan, 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 participation date anniversary.

CUSTOMIZED PAYMENT PLAN. Our Customized payment plan provides you with the
option of electing to take either: (1) a fixed dollar amount withdrawal not to
exceed the Guaranteed Annual Withdrawal Amount, which will be subtracted from
the Personal Income Benefit account value; or (2) a fixed dollar amount that
may exceed the Guaranteed Annual Withdrawal Amount, which will be subtracted
first from the Personal Income Benefit account value (up to the amount of the
Guaranteed Annual Withdrawal Amount) and then from the Non-Personal Income
Benefit account value. If the Non-Personal Income Benefit account value is not
sufficient to satisfy the request, only the amount of the Guaranteed Annual
Withdrawal Amount will be paid out as scheduled payments. The amount of the
withdrawal will not be increased on participation date anniversaries with any
Ratchet increase. You must elect to change the scheduled payment amount.

If you take a partial withdrawal from the Personal Income Benefit account value
in the same participation year, but prior to your enrollment in the Customized
payment plan, you will only be able to elect this plan if the partial
withdrawal was less than the Guaranteed Annual Withdrawal Amount. In that case,
you will receive the requested payments, up to the Guaranteed Annual Withdrawal
Amount. Once the total of the scheduled payment made equals the Guaranteed
Annual Withdrawal Amount, the plan will be suspended for the remainder of the
participation year. If you take a partial withdrawal from the Personal Income
Benefit account value while the Customized payment plan is in effect, and that
withdrawal plus all other withdrawals from the Personal Income Benefit account
value during that participation year exceed the Guaranteed Annual Withdrawal
Amount, 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 participation
date anniversary.

PARTIAL WITHDRAWALS AND TERMINATIONS

Subject to the terms of your employer's plan, your certificate and any
restrictions in federal income tax rules, you may take partial withdrawals from
your account value (your Non-Personal Income Benefit account value, your
Personal Income Benefit account value or both) or terminate your certificate at
any time while you are living and before annuity payments begin. If you take a
withdrawal from your Personal Income Benefit account value, the withdrawal may
affect your Guaranteed Annual Withdrawal Amount. See "Effect of Personal Income
Benefit Early and Excess withdrawals" under "Personal Income Benefit" in
"Contract features and benefits" earlier in this prospectus for more
information. Also, if you are at least age 59 1/2 and have separated from
service with the employer that sponsored the plan, any withdrawal request will
be considered a request to begin receiving Guaranteed Annual Withdrawal Amount
payments.

The minimum amount you may withdraw at any time is $300. If your account value
is less than $500 after a withdrawal, we may terminate your certificate and pay
you its cash value except if you have activated the Personal Income Benefit
feature of your certificate.

Partial withdrawals, or payments of remaining account value in excess of the
10% free withdrawal amount, may be subject to a withdrawal charge. See
"withdrawal charge" in "Charges and expenses" later in this prospectus.

SYSTEMATIC WITHDRAWALS

(AVAILABLE FOR NON-PERSONAL INCOME BENEFIT ACCOUNT VALUE ONLY; NOT AVAILABLE IF
GUARANTEED ANNUAL WITHDRAWAL AMOUNT PAYMENTS ARE BEING TAKEN THROUGH THE
MAXIMUM PAYMENT PLAN OR THE CUSTOMIZED PAYMENT PLAN)

You may take systematic withdrawals on a monthly or quarterly basis. The
minimum amount you may take for each withdrawal is $250. 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. If you do not
select a date, your withdrawals will be made on the first business day of the
month. A check for the amount of the withdrawal will be mailed to you or, if
you prefer, we will electronically transfer the money to your checking account.

You may withdraw either the amount of interest earned in the guaranteed
interest option or a fixed-dollar amount from either the Non-Personal Income
Benefit variable investment options or the guaranteed interest option. If you
elect the interest option, a minimum of $20,000 must be maintained in the
guaranteed interest option. If you elect the fixed-dollar option, you do not
have to maintain a minimum amount.

If you choose to have a fixed dollar amount taken from the Non-Personal Income
Benefit variable investment options and/or the guaranteed interest option, you
may elect to have the amount of the withdrawal subtracted from your account
value in one of three ways:

(1)Pro rata from all of your Non-Personal Income Benefit variable investment
   options and the guaranteed interest option, in which you have value (without
   exhausting your values in those options). Once the requested amount is
   greater than your account value, the systematic withdrawal program will
   terminate.

(2)Pro rata from all of your Non-Personal Income Benefit variable investment
   options and the guaranteed interest option, in which you have value (until
   your account value is exhausted). Once the requested amount leaves you with
   an account value of less than $500, we will treat it as a request to
   surrender your certificate.

(3)You may specify a dollar amount from one Non-Personal Income Benefit
   variable investment option or the guaranteed interest option. If you choose
   this option and the value in that investment option drops below the
   requested withdrawal amount, the requested withdrawal amount will be taken
   on a pro rata basis from all remaining Non-Personal Income Benefit
   investment options in which you have value. Once the requested amount leaves
   you with an account value of less than $500, we will treat it as a request
   to surrender your certificate.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You may elect systematic withdrawals if:

..   the plan permits it;

..   your certificate is not subject to withdrawal restrictions; and

                                      44

                             ACCESSING YOUR MONEY







..   your certificate does not have a loan outstanding.

You can cancel the systematic withdrawal option at any time.

Amounts withdrawn in excess of the 10% free withdrawal amount may be subject to
a withdrawal charge.

LIFETIME MINIMUM DISTRIBUTION WITHDRAWALS

(SEE "TAX INFORMATION" LATER IN THIS PROSPECTUS)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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,
withdrawals may be subject to a withdrawal charge if your withdrawal exceeds
the 10% free withdrawal amount. You may choose instead an annuity payout
option. Before electing an account-based withdrawal option, please refer to
"Required minimum distributions" under "Tax information" later in this
prospectus.

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 403(b) plans and 457(b) EDC plans. For this purpose
additional annuity contract benefits may include guaranteed benefits, such as
the Personal Income Benefit and enhanced death benefits.

You may elect our RMD automatic withdrawal option in the year in which you
reach age 70 1/2 or in any later year, subject to the terms of your plan,
provided you do not have any outstanding loan. When electing this option,
amounts from both your Personal Income Benefit account value and your
Non-Personal Income Benefit account value are used to determine your lifetime
required minimum distribution payment each year. To elect this option, you must
have an account value in the variable investment options and the guaranteed
interest option of at least $2,000. The minimum amount we will pay out is $300,
or if less, your account value. If your account value is less than $500 after
the withdrawal, we may terminate your certificate and pay you its cash value
unless you have activated the Personal Income Benefit feature of your
certificate. Currently, minimum distribution withdrawal payments will be made
annually. See the Required minimum distributions section in "Tax information"
later in this prospectus for your specific type of retirement arrangement.

Currently, we do not impose a withdrawal charge on minimum distribution
withdrawals if you are enrolled in our RMD automatic withdrawal option. The
minimum distribution withdrawal will be taken into account in determining if
any subsequent withdrawal taken in the same participation year exceeds the 10%
free withdrawal amount.

The automatic withdrawal option does not generate required minimum distribution
payments during the first participation year. Therefore, if you are making a
rollover or transfer contribution to the certificate after age 70 1/2, you must
make any required minimum distributions before the rollover or transfer. If you
do not, any withdrawals that you make during the first participation year to
satisfy your required minimum distributions may be subject to withdrawal
charges (if applicable) if they exceed the 10% free withdrawal amount.

If you purchased your EQUI-VEST(R) Strategies TSA certificate via a direct
transfer of funds from another 403(b) plan or contract and we were informed at
the time of your purchase the amount of your December 31, 1986 account balance
(if any) you may postpone beginning lifetime required minimum distributions on
these pre-1987 funds. Lifetime required minimum distributions on the pre-1987
account balance may be postponed to age 75 rather than having to start
following the later of your reaching age 70 1/2 or retiring.

--------------------------------------------------------------------------------
FOR CERTIFICATES SUBJECT TO MINIMUM DISTRIBUTION REQUIREMENTS, 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 CERTIFICATES WITH PERSONAL INCOME BENEFIT. For certificates that have
activated the Personal Income Benefit, withdrawals not taken through our RMD
automatic withdrawal option may cause a Personal Income Benefit Early
withdrawal if they are taken prior to your eligibility to take your Guaranteed
Annual Withdrawal Amount. Also, those withdrawals may cause a Personal Income
Benefit Excess withdrawal if they exceed your Guaranteed Annual Withdrawal
Amount. If you have not already elected to begin receiving Guaranteed Annual
Withdrawal Amount payments when you elect the Automatic RMD withdrawal option,
you will be required to select either the single or joint life option for
Guaranteed Annual Withdrawal Amount payments. You may change this election any
time before amounts from your Personal Income Benefit account value are
accessed to make a payment. We will take RMD payments from your Non-Personal
Income Benefit account value first. If there are insufficient funds in your
Non-Personal Income Benefit account value, the amount will be taken from your
Personal Income Benefit account value. Once amounts are taken from your
Personal Income Benefit account value, your Guaranteed Annual Withdrawal Amount
payments will be considered to have begun. At this point, you will no longer be
able to contribute or transfer amounts to the Personal Income Benefit variable
investment options.

Generally, if you elect our RMD automatic withdrawal option, any lifetime
required minimum distribution payment we make to you under our RMD automatic
withdrawal option will not be treated as a Personal Income Benefit Early or
Excess withdrawal.

If you elect either the Maximum payment plan or the Customized payment plan AND
our RMD automatic withdrawal option, we will make an extra payment, if
necessary, in December that will equal your lifetime required minimum
distribution less all payments made through November 30th and any scheduled
December payment. If this extra payment is made, the amount will be taken from
your Non-Personal Income Benefit account value first. If there are insufficient
funds in your Non-Personal Income Benefit account value, the amount will be
taken from your Personal Income Benefit account value. If this amount, plus any
other withdrawals from the Personal Income Benefit account value, equals or
exceeds your Guaranteed Annual Withdrawal Amount, your payment plan will be
suspended for the remainder of the participation year. If this amount, plus any
other withdrawals from the Personal Income Benefit account value has not
equaled or exceeded the Guaranteed Annual Withdrawal Amount, scheduled payments
will continue until the Guaranteed Annual Withdrawal Amount is paid. At that
time, your payment plan will be suspended until the following participation
year. The combined automatic plan payments and lifetime required minimum
distribution payment will not be treated as Personal Income Benefit Excess
withdrawals, if applicable. However, if you take any

                                      45

                             ACCESSING YOUR MONEY






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 withdrawal may cause a Personal Income Benefit
Excess withdrawal and may be subject to a withdrawal charge (if applicable).
You may enroll in the plan again any time, but the scheduled payments will not
resume until the next participation date anniversary. Further, your Personal
Income Benefit account value and Guaranteed Annual Withdrawal Amount may be
reduced. See "Effect of Personal Income Benefit Early and Excess withdrawals"
under "Personal Income Benefit" in "Contract features and benefits" earlier in
this prospectus.

If you elect our RMD automatic withdrawal option and elect to take your
Guaranteed Annual Withdrawal Amount payments in partial withdrawals without
electing one of our available automatic payment plans, we will make a payment,
if necessary, in December that will equal your required minimum distribution
less all withdrawals made through the payment date. If this extra payment is
made, the amount will be taken from your Non-Personal Income Benefit account
value first. If the sum of the Guaranteed Annual Withdrawal Amount and
Non-Personal Income Benefit account value is insufficient to satisfy the
required minimum distribution, we will make an additional payment from your
Personal Income Benefit account value, if necessary, to satisfy the required
minimum distribution amount. The RMD payment we make to you will not be treated
as a Personal Income Benefit Excess Withdrawal.

If prior to December you make a partial withdrawal that exceeds your Guaranteed
Annual Withdrawal Amount, but not your RMD amount, that partial withdrawal will
be treated as a Personal Income Benefit Excess withdrawal, as well as any
subsequent partial withdrawals made during the same participation year.
However, if by December your withdrawals have not exceeded your RMD amount, the
RMD payment we make to you will not be treated as a Personal Income Benefit
Excess withdrawal.

For the purpose of these examples, assume your Personal Income Benefit account
value is $30,000 and there are no allocations to your Non-Personal Income
Benefit account value. Also, assume the following:

..   Your annual RMD amount = $6,000;

..   Your Ratchet Base = $60,000; and

..   Your Guaranteed Annual Withdrawal Amount = $2,400.

EXAMPLE 1:

You take a partial withdrawal of $3,600 from your Personal Income Benefit
account value on July 1/st/. By doing so, you have exceeded your Guaranteed
Annual Withdrawal Amount by $1,200. This is a Personal Income Benefit Excess
withdrawal that will reduce both your Ratchet Base and Guaranteed Annual
Withdrawal Amount on a pro rata basis. Your Personal Income Benefit account
value will be reduced dollar-for-dollar by the amount of the withdrawal. Here
are the values after the withdrawal:

..   Personal Income Benefit account value = $26,400 (or $30,000 - $3,600)

..   Your Ratchet Base = $57,600 (or $60,000 - $2,400). This $2,400 reduction
    represents a pro rata reduction of 4%.

..   Guaranteed Annual Withdrawal Amount (FOR FUTURE PARTICIPATION YEARS) =
    $2,304 (or $2,400 - $96). This $96 reduction represents a pro rata
    reduction of 4%.

In this example, if you do not take additional withdrawals between July 1st and
December, we will pay you your remaining RMD amount of $2,400 and it will not
be treated as a Personal Income Benefit Excess withdrawal.

EXAMPLE 2:

You take a partial withdrawal of $2,000 from your Personal Income Benefit
account value on July 1st and make no other withdrawals for the remainder of
the calendar year. In this case, your Personal Income Benefit account value
will be reduced dollar-for-dollar by the amount of the withdrawal. However,
your Ratchet Base will not be reduced and the Guaranteed Annual Withdrawal
Amount remaining for the current participation year will be $400. Here are the
values after the withdrawal:

..   Personal Income Benefit account value = $28,000 (or $30,000 - $2,000)

..   Your Ratchet Base = $60,000

..   Remaining Guaranteed Annual Withdrawal Amount (FOR CURRENT PARTICIPATION
    YEAR) = $400 (or $2,400 - $2,000)

..   Remaining Guaranteed Annual Withdrawal Amount (FOR FUTURE PARTICIPATION
    YEARS) = $2,400

In this example, if you do not take additional withdrawals between July 1st and
December, we will pay you your remaining RMD amount of $4,000 and it will not
be treated as a Personal Income Benefit Excess withdrawal.

If you do not elect our RMD automatic withdrawal option and your Guaranteed
Annual Withdrawal Amount payments are insufficient to satisfy the required
minimum distribution payment, any additional withdrawal taken from your
Personal Income Benefit account value in the same participation year will be
treated as a Personal Income Benefit Excess withdrawal. Also, if you elect our
RMD automatic withdrawal option, but satisfy your RMD through ad-hoc
withdrawals prior to the December payment date, any withdrawal that exceeds the
Guaranteed Annual Withdrawal Amount will be treated as a Personal Income
Benefit Excess withdrawal.

HARDSHIP AND UNFORESEEABLE EMERGENCY WITHDRAWALS

Generally, in order to receive a hardship or unforeseeable emergency withdrawal
(special federal income tax definition), you must meet certain criteria and
have your request approved by the Plan. For more information, see "Withdrawal
restrictions" under "Tax Information" later in this prospectus.

FOR CONTRACTS THAT HAVE ACTIVATED THE PERSONAL INCOME BENEFIT FEATURE

..   The amounts withdrawn to satisfy the withdrawal request will be taken from
    your Non-Personal Income Benefit account value first, if you have any. If
    values from your Personal Income Benefit account value are used to satisfy
    the withdrawal request, the withdrawal will be treated as a Personal Income
    Benefit Early withdrawal. For more information, see "Effect of Personal
    Income Benefit Early and Excess withdrawals" under "Personal Income
    Benefit" in "Contract features and benefits" earlier in this prospectus.

                                      46

                             ACCESSING YOUR MONEY







..   If you have an existing loan, the withdrawal will not cause a default of
    your loan. You can continue to repay the outstanding loan. As discussed
    below in "Loans," failure to repay a loan can have substantial tax
    consequences.

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your values in the investment options. A market value adjustment
will apply if withdrawals are taken from the fixed maturity options.

If you have made allocations to the Personal Income Benefit variable investment
options, you should carefully consider how withdrawals are to be made from your
total account value. In general, the specific form we require for withdrawal
requests will ask you how your withdrawals should be made from your total
account value. Depending on certain factors, including your age at the time,
taking withdrawals from your Personal Income Benefit account value may have a
significant impact on that benefit. For more information, see "Personal Income
Benefit" in "Contract features and benefits" earlier in this prospectus.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from a TSA
certificate you may use our automatic deposit service.

Under this service we will automatically deposit the Required Minimum
Distribution payment from your TSA certificate directly into an existing
EQUI-VEST(R) NQ or ROTH IRA or an existing EQUI-VEST(R) Express NQ or ROTH IRA
contract according to your allocation instructions. Please note that you must
have compensation or earned income for the year of the contribution to make
regular contributions to Roth IRAs.

LOANS

If the plan permits, loans are available under a 403(b) plan or a governmental
employer 457(b) EDC plan. Loans are available under the EQUI-VEST(R) Strategies
contract only if requested by the employer. 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 403(b) plans not sponsored by a governmental employer.
Federal income tax rules apply to all plans, even if the plan is not subject to
ERISA. We do not permit loans under any TSA or governmental employer EDC
certificate when the required minimum distribution automatic withdrawal option
has been elected. Also, we reserve the right to change loan terms as long as
any such change is made to maintain compliance with any applicable laws or
regulations that may apply.

Before we make a loan, you must properly complete and sign a loan request form.
Generally, the approval of the employer, its delegate, or plan administrator
must also be demonstrated. Loan processing may not be completed until we
receive all information and approvals required to process the loan at our
processing office. Please note that if we receive a properly completed and
signed loan request form (and any other information necessary to complete the
loan transaction) at our processing office on a business day prior to the 27th
of the month, your loan transaction will be effective on that business day. If
we receive a properly completed and signed loan request form (and any other
information necessary to complete the loan transaction) at our processing
office on a business day that is on the 27th of the month or later, your loan
will be processed on the first business day of the month following the date it
was received. In the case of certain TSA certificates subject to ERISA, the
written consent of your spouse will be required to obtain a loan and the Plan
Administrator needs to sign the loan form. In the case of governmental employer
EDC certificates, the loan must be approved by your employer, plan trustee, or
the plan administrator as authorized under the governmental employer plan.
Please see the loan provisions stated in the certificate, read the terms and
conditions in the loan request form carefully and consult with a tax adviser
before taking a loan. Also, see Appendix IV later in this prospectus for any
state restrictions you may be subject to if you take a loan.

We permit only one loan to be outstanding at any time. Also, we reserve the
right to deny a loan request if you have previously defaulted on a loan, and
failed to repay the outstanding amount due.



LOAN RESERVE ACCOUNT. When you take a loan, we will transfer to a "loan reserve
account", an amount equal to the sum of (a) and (b), where (a) is the loan
amount (which will earn interest at the "loan reserve account rate" while your
loan is outstanding), and (b) is 10% of the loan amount (which will earn
interest at the guaranteed interest rate while your loan is outstanding). We
will credit interest to the amount in the loan reserve account at a rate that
is 2% lower than the loan interest rate that applies for the time your loan is
outstanding. This excess of the interest rate that we charge is also referred
to as the "net loan interest charge." See the "Fee Table" for more information.

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

..   it exceeds limits of federal income tax rules; or

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

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

The tax consequences of 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.

Loans are discussed further in "Tax information" later in this prospectus.


REPAYING A LOAN. When you take a loan, we use the principal amount of the loan,
the loan interest rate and the term of the loan to determine the loan repayment
amount. You can repay a loan through payroll deduction, Online Account Access
or by personal check. Loan repayments must be made quarterly, unless you enroll
through Online Account Access for monthly systematic repayments (not available
for contracts owned by a corporate trustee). You can elect to have the
principal portion of your loan repayments automatically distributed among your
investment options in accordance with your investment allocation instructions
currently on file. If you elect this option, the transfer to your investment
options will take place on the next business day after we receive your loan
repayment. You can repay your loan in full, including interest due, at any time
(by bank check or money order only). In very limited specified circumstances
concerning leaves of absence, and upon our receipt of the documentation we
require, loan repayment can be suspended. Otherwise, loans must be repaid
according to the repayment schedule to avoid default. See "Tax information"
later in this prospectus.


LOANS AND THE PERSONAL INCOME BENEFIT. If you activated the Personal Income
Benefit benefit by allocating amounts to the Personal Income Benefit variable
investment options and request a loan, you will be able to specify the
investment options from which the loan will be taken. When taking a loan, you
must deplete the Non-Personal Income Benefit

                                      47

                             ACCESSING YOUR MONEY






investment options before utilizing the Personal Income Benefit variable
investment options. If you do not specify investment options, the loan amount
will be taken from your Non-Personal Income Benefit account value first. If
there are insufficient values to complete your loan request, the remaining loan
amount will be taken from the Personal Income Benefit account value. If a loan
is taken from your Personal Income Benefit account value, this amount is
allocated to the loan reserve account and your Guaranteed Annual Withdrawal
Amount and Ratchet Base will be reduced on a pro rata basis.


All loan repayments will be applied to guaranteed interest option by default.
However, you can elect to have the principal portion of your loan repayments
automatically distributed among your investment options in accordance with your
investment allocation instructions currently on file. If you elect this option,
the transfer to your investment options will take place on the next business
day after we receive your loan repayment. Loan amounts repaid into the
guaranteed interest option and subsequently transferred into the Personal
Income Benefit variable investment options will receive the GTWR. If you have
an outstanding loan, it must be repaid before you can elect to receive
Guaranteed Annual Withdrawal Amount payments.


If you have defaulted (failed to repay as required) a loan, we will treat the
unpaid loan balance (plus any unpaid loan interest that is due) as a deemed
distribution and withdrawal from the certificate. Loan defaults and withdrawals
may have adverse tax consequences. See "Distributions from TSAs" in "Tax
information" later in this prospectus.

If Guaranteed Annual Withdrawal Amount payments have begun and you had
previously defaulted on a loan and would like to repay the loan, we will permit
you to do so. Your loan repayments will be allocated to the guaranteed interest
option.

TERMINATION OF PARTICIPATION

Your participation under the EQUI-VEST(R) Strategies contract may be terminated
by us and your account value paid to your employer if:

(1)your account value is less than $500 and we have not received contributions
   on your behalf for a period of three years (except if you have activated the
   Personal Income Benefit feature); or

(2)you request a partial withdrawal that reduces your account value to an
   amount of less than $500 (except if you have activated the Personal Income
   Benefit feature); or

(3)we have not received any contributions on your behalf within 120 days from
   your participation date; or

(4)the plan is no longer qualified under the Code and the EQUI-VEST(R)
   Strategies contract is terminated by us.

We will deduct the amount of any outstanding loan balance and any applicable
withdrawal charge from the account value when we terminate your certificate.

The employer and, under certain circumstances, we may discontinue contributions
under the EQUI-VEST(R) Strategies contract. Such discontinuance means that the
employer will not permit any further salary deferral or employer contributions
to be made under the contract. All other provisions of the contract remain in
effect.

The employer may terminate the contract by (i) transferring all the assets to
another contract or (ii) withdrawing the forfeiture account and directing us to
deal directly with the participants.

TEXAS ORP PARTICIPANTS

For participants in a Texas Optional Retirement Program, Texas law permits
withdrawals only after one of the following distributable events occur:

..   turning age 70 1/2; or

..   death; or

..   retirement; or

..   termination of employment in all Texas public institutions of higher
    education.

To make a withdrawal, a properly completed written acknowledgment must be
received from the employer. If a distributable event occurs prior to your being
vested, any amounts provided by an employer's first-year matching contribution
will be refunded to the employer. We may change these provisions without your
consent, but only to the extent necessary to maintain compliance with any law
that applies.

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 payout option, payment of a death benefit, payment of any
amount you withdraw (less any withdrawal charge) and, upon certificate
termination, 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 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 values in the guaranteed interest
option and the fixed maturity options (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 15 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

EQUI-VEST(R) Strategies offers you several choices of annuity payout options.
Some enable you to receive fixed annuity payments and others enable you to
receive variable annuity payments.

You can choose from among the different forms of annuity payout options listed
below. Restrictions may apply, depending on the type of contract or your age at
certificate issue. If you activated the Personal Income Benefit feature and
choose to annuitize your certificate, the Personal Income Benefit feature will
terminate without value even if your Personal Income Benefit account value is
greater than zero. Payments you receive under the annuity payout option you
select may be less than you would have received under the Personal Income
Benefit

                                      48

                             ACCESSING YOUR MONEY






feature. See "Personal Income Benefit" in "Contract features and benefits"
earlier in this prospectus for further information. We have the right to
require you to provide satisfactory evidence of the age of any person upon
whose life an annuity form depends. 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.

ANNUITY PAYOUT OPTIONS


                            
-------------------------------------------------------------
Fixed annuity payout options   .   Life annuity
                               .   Life annuity with period
                                   certain
                               .   Life annuity with refund
                                   certain
                               .   Period certain annuity
-------------------------------------------------------------
Variable Immediate Annuity     .   Life annuity (not
  payout options (as               available in New York)
  described in a separate      .   Life annuity with period
  prospectus for this option)      certain
-------------------------------------------------------------


..   LIFE ANNUITY: An annuity that guarantees payments for the rest of your
    life. Payments end with the last monthly payment before your death. Because
    there is no continuation of benefits following your death with this payout
    option, it provides the highest monthly payment of any of the life annuity
    options, so long as you are living.

..   LIFE ANNUITY WITH PERIOD CERTAIN: An annuity that guarantees payments for
    the rest of your life. If you die 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 your
    life expectancy or the joint life expectancy of you and the designated
    beneficiary.

..   LIFE ANNUITY WITH REFUND CERTAIN: An annuity that guarantees payments for
    the rest of your life. If you die 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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. The guarantee period may
    not exceed your life expectancy. This option does not guarantee payments
    for the rest of your 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. Currently, 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 your life and, after your death, payments continue to the
survivor. Generally, unless you elect otherwise with the written consent of the
spouse, this will be the form of annuity payment provided for married
participants under certain TSAs. We may offer other payout options not outlined
here. Your financial professional can provide details.

FIXED ANNUITY PAYOUT OPTION

With fixed annuities, we guarantee fixed annuity payments that will be based
either on the tables of guaranteed annuity payments in your certificate or on
our then current annuity rates, whichever is more favorable for you.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The EQUI-VEST(R) Strategies contract also offers a fixed
income annuity payout option that can be elected in combination with the
variable income annuity payout option. The amount of each variable income
annuity payment will fluctuate, depending upon the performance of the variable
investment options and whether the actual rate of investment return is higher
or lower than an assumed base rate.

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

THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION

The amount applied to purchase an annuity payout option varies, depending on
the annuity payout option that you choose, and the timing of your purchase as
it relates to any withdrawal charges. The amount applied to provide an annuity
payout option will reflect the application of a withdrawal charge (except in
those limited circumstances set forth in "Withdrawal charge" under "Charges and
Expenses" later in this prospectus. The amount applied to an annuity payout
option will reflect the application of any applicable market value adjustment.
See "Market value adjustment" under "Contract features and benefits" earlier in
this prospectus.

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 certificate before annuity payments begin. Unless you choose a different
payout option, we will pay annuity payments under a life annuity with a period
certain of 10 years. You choose whether these payments will be either fixed or
variable. You must meet the issue age and payment requirements.

You can choose the date annuity payments are to begin, but generally it may not
be earlier than thirteen months from the participation date. You can change the
date your annuity payments are to begin anytime before that date as long as you
do not choose a date later than the 28th day of any month or later than your
certificate's annuity commencement date. Your certificate's annuity
commencement date is the date by which you must either take a lump sum
withdrawal or select an annuity payout option. The annuity commencement date is
generally the participation date anniversary that follows your 95th birthday.
This may be different in some states.

We will send you a notice with your certificate statement one year prior to
your annuity commencement date. Once you have selected an annuity payout option
and payments have begun, no change can be made other than transfers among the
variable investment options if a variable immediate annuity is selected. If you
do not respond to the notice within the 30 days following your annuity
commencement date, your certificate will be annuitized automatically.

                                      49

                             ACCESSING YOUR MONEY







We currently offer different payment frequencies on certain annuity payout
options. In general, the total annual payout will be lower for more frequent
payouts (such as monthly) because of the increased administrative expenses
associated with more frequent payouts. In general, the longer the period over
which we expect to make payments, the lower will be your payment for each year.

The amount of the annuity payments will depend on:

(1)the amount applied to purchase the annuity;

(2)the type of annuity chosen, and whether it is fixed or variable;

(3)in the case of a life annuity, your age (or your and the designated
   beneficiary's ages);

(4)in the case of a period certain annuity, the period selected; and

(5)the frequency of the payments.

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.

ANNUITY COMMENCEMENT DATE

Your certificate has an annuity commencement date by which you must either take
a lump sum payment or select an annuity payout option. The annuity commencement
date is the later of the month after you reach the "maximum maturity age"
specified in the contract or the tenth anniversary of the participation date.
The annuity commencement date is generally the participation date anniversary
that follows your 85th birthday. We will send a notice with the annual
statement one year prior to the annuity commencement date.

CERTIFICATES WITH PERSONAL INCOME BENEFIT

If you activated the Personal Income Benefit feature, on the certificate's
annuity commencement date you may elect:

..   an annuity payout option we are then offering (for both or either your
    Personal Income Benefit account value and your Non-Personal Income Benefit
    account value);

..   a lump sum distribution of your account value (for both or either your
    Personal Income Benefit account value and your Non-Personal Income Benefit
    account value); or

..   the Personal Income Benefit annuity commencement date annuity benefit (for
    your Personal Income Benefit account value only).

The Personal Income Benefit annuity commencement date annuity benefit compares:
(i) your Guaranteed Annual Withdrawal Amount under the Personal Income Benefit
benefit; and (ii) the amount you would receive by applying your Personal Income
Benefit account value on the certificate's annuity commencement date to the
guaranteed annuity rates for a life only annuity. The Personal Income Benefit
annuity commencement date benefit provides periodic payments of the higher
resulting amount. This amount is fixed and does not change after annuity
payments begin. Please note that if you elect the Personal Income Benefit
annuity commencement date annuity benefit for your Personal Income Benefit
account value and you do not elect either a lump sum distribution or any
annuity payout option for your Non-Personal Income Benefit account value
remaining at the annuity commencement date, we will apply your Non-Personal
Income Benefit account value to the normal form of annuity payout option, which
is a life annuity with a 10-year period certain.

Please see Appendix IV later in this prospectus for the state variations.

                                      50

                             ACCESSING YOUR MONEY





5. Charges and expenses

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

CHARGES UNDER THE CONTRACTS

CHARGE AGAINST THE SEPARATE ACCOUNT

We deduct this charge against the assets in the separate account to compensate
us for mortality and expense risks, as well as administrative and financial
accounting expenses under the contract. The charge is deducted daily at an
annual rate that can vary by group and by variable investment option between
0.25% to 1.20% of daily net assets attributable to all certificates under the
group contract. Contracts will generally have a charge of 1.20%, 0.90%, 0.70%,
0.50% or 0.25%.

Charges may be based on:

..   the factors on which the mortality and expense risks charge and
    administration charges are based, including the size and type of the group;

..   the plan provisions which may provide, among other things, the level of
    contributions including employer contributions and the frequency of benefit
    payments;

..   whether we will be the sole contract provider;

..   the level of services provided by your financial professional; and

..   our sales-related expenses.

The mortality risk we assume is the risk that participants as a group will live
for a longer time than our actuarial tables predict. If that happens, we would
be paying more in annuity benefits than we planned. We assume a mortality risk
to the extent that at the time of death, the guaranteed death benefit exceeds
the cash value of the certificate. The expense risk we assume is the risk that
our expenses in providing the benefits and administering the contracts will be
greater than we expect. To the extent that the mortality and expense risk
charges are not needed to cover the actual expenses incurred, they may be
considered an indirect reimbursement for certain sales and promotional expenses
relating to the contracts. A participant's certificate will set forth the
applicable separate account charge.

We will determine the separate account charge pursuant to our established
actuarial procedures, and will not discriminate unreasonably or unfairly
against participants under any EQUI-VEST(R) Strategies contracts.

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on the last business
day of each participation year. We deduct the charge if your account value on
the last business day of the participation year is less than $25,000. If your
account value on such date is $25,000 or more, we do not deduct the charge. The
charge is equal to $30 or, if less, 2% of your account value plus any amounts
previously withdrawn during the participation year. We reserve the right to
increase this charge to a maximum of $65. For particular groups, the charge may
be waived or reduced for account values of less than $25,000 or the charge may
also be waived entirely.

We will deduct this charge pro rata from your Non-Personal Income Benefit
variable investment options and guaranteed interest option first. If those
amounts are insufficient, we will make up the required amounts from the fixed
maturity options to the extent you have value in those options. Charges
deducted from the fixed maturity options are considered withdrawals and, as
such, will result in a market value adjustment. If there are still insufficient
funds in your Non-Personal Income Benefit account value, we will deduct this
charge pro rata from your Personal Income Benefit variable investment options.
This deduction will not reduce your Guaranteed Annual Withdrawal Amount or
Ratchet Base. Also, we will deduct a pro rata portion of the charge if you
surrender your certificate, elect an annuity payout option or you die during
the participation year.

Differences in this charge are due to variations in group characteristics
including the total amount of plan assets. The charge is designed primarily to
defray administrative expenses in connection with the issuing and daily
administration of the contracts. We will determine the applicability of this
charge pursuant to our established procedures, and will not discriminate
unreasonably or unfairly against participants under any EQUI-VEST(R) Strategies
contracts.

CHARGE FOR THIRD-PARTY TRANSFER OR ROLLOVER

We may deduct a charge for third-party transfers. A third party transfer is
where you ask us to directly transfer or roll over funds from your certificate
to a permissible funding vehicle offered by another provider, or to another
eligible plan. The charge is currently $25 ($65 maximum) per occurrence per
participant or, if less, this charge will never exceed 2% of the amount
disbursed or transferred. We will deduct this charge and any withdrawal charge
that applies from your account value. This charge will also be imposed on each
third-party transfer out of the contract's forfeiture account into another
permissible funding vehicle. This charge does not apply to reallocations from
the forfeiture account to participant certificates under the contract.
Transfers are subject to any required employer approval.

CHARGE FOR ENHANCED DEATH BENEFIT

If you elect the enhanced death benefit we deduct a charge annually from your
account value on each participation date anniversary. The charge is equal to
0.15% of your account value.

We will deduct this charge pro rata from your Non-Personal Income Benefit
variable investment options and guaranteed interest option first. If those
amounts are insufficient, we will make up the required amounts from the fixed
maturity options to the extent you have value in those options. Charges
deducted from the fixed maturity options are considered withdrawals and, as
such, will result in a market value adjustment. If there are still insufficient
funds in your Non-Personal Income Benefit account value, we will deduct this
charge pro rata from your Personal Income Benefit variable investment options.
This deduction will not reduce your Guaranteed Annual Withdrawal Amount or
Ratchet Base.

                                      51

                             CHARGES AND EXPENSES







If your account value is insufficient to pay this charge, your certificate will
terminate without value and you will lose any applicable guaranteed benefits.

WITHDRAWAL CHARGE

A withdrawal charge of up to 6% may apply for up to the first 10 participation
years, as set forth in the contract and participation certificate. Differences
in the period for which and circumstances under which this charge applies are
due to the total amount of plan assets under the contract, the frequency of the
possible benefit payments as provided by the terms of the plan, other charges
and fees under the contract and the compensation paid in connection with the
sale of the contract. The period of and circumstances under which the
withdrawal charge applies will be determined pursuant to our established
procedures, and will not discriminate unreasonably or unfairly against
participants under any EQUI-VEST(R) Strategies contracts.

As noted above, the withdrawal charge may vary from group to group. In general,
the withdrawal charge schedule is one of three options selected by the group.
Under some group contracts, the withdrawal charge is equal to 6% of the amount
withdrawn (or the defaulted loan amount, if applicable) from the participant's
account value during the first five participation years, 5% of the amount
withdrawn during the 6th participation year, 4% of the amount withdrawn during
the 7th participation year, 3% of the amount withdrawn during the 8th
participation year, 2% of the amount withdrawn during the 9th participation
year, and 1% of the amount withdrawn during the 10th participation year.

Under some group contracts, the withdrawal charge is equal to 6% of the amount
withdrawn (or the defaulted loan amount, if applicable) from the participant's
account value during the first four participation years and 5% of the amount
withdrawn during the 5th participation year. Under this schedule, there is no
withdrawal charge in the 6th and later participation years.

Under some group contracts, there is no withdrawal charge.

The withdrawal charge percentages may be different for certain group contracts,
including group contracts issued to certain schools in Texas and other states.

If your group contract is subject to a withdrawal charge, it will not apply
under the circumstances described as follows:

..   each participation year you can withdraw up to 10% of your account value
    without paying a withdrawal charge (10% free withdrawal amount). The 10%
    free withdrawal amount is determined using your account value at the time
    you request a withdrawal, minus any other withdrawals made during the
    participation year; or

..   If you have activated the Personal Income Benefit feature, we will waive
    any withdrawal charge for any Guaranteed Annual Withdrawal Amount payments
    during the participation year up to the greater of (a) the 10% free
    withdrawal amount, and (b) the Guaranteed Annual Withdrawal Amount.
    However, each withdrawal reduces the 10% free withdrawal amount for that
    participation year by the amount of the withdrawal. Also, a withdrawal
    charge does not apply to a Personal Income Benefit Excess or Early
    withdrawal as long as it does not exceed the 10% free withdrawal amount; or

..   after five participation years and you are at least age 59 1/2; or

..   you request a refund of an excess contribution within one month of the date
    on which the contribution is made; or

..   you die and the death benefit is made available to the beneficiary; or

..   after five participation years if you are at least age 55 and the amount
    withdrawn is used to purchase from us a period certain annuity that extends
    beyond your age 59 1/2 and allows no prepayment; or

..   after three participation years and the amount withdrawn is used to
    purchase from us a period certain annuity for a term of at least 10 years,
    and allows no prepayment; or

..   the amount withdrawn is applied to the election of a life contingent
    annuity payout option; or

..   the amount withdrawn is applied to the election of a period certain annuity
    of at least 15 years, but not in excess of your life expectancy, that
    allows no prepayment; or

..   you have reached age 55 and have separated from service; or

..   (subject to state approval), amounts withdrawn from the Personal Income
    Benefit investment options that are directly rolled over to an EQUI-VEST(R)
    GWBL Rollover IRA Annuity contract if the plan requires you to take a
    distribution due to a separation from service or plan termination.

In addition, particular groups may receive one or more of the following waivers:

(1)You sever from employment with your employer.

(2)The withdrawal is made to satisfy minimum distribution requirements.

(3)You elect a withdrawal that qualifies as a hardship (or for EDC contracts,
   an unforeseeable emergency) withdrawal under the Code.

(4)You have qualified to receive Social Security disability benefits as
   certified by the Social Security Administration or you are totally disabled.
   Total disability is your incapacity, resulting from injury or disease, to
   engage in any occupation for remuneration or profit. Such total disability
   must be certified as having been continuous for a period of at least six
   months prior to notice of claim and you must continue to be deemed totally
   disabled.

   Written notice of claim must be given to us during your lifetime and during
   the period of total disability prior to each withdrawal. Along with the
   Notice of Claim, you must submit acceptable proof of disability. Such proof
   of disability must be either (a) evidence of Social Security disability
   determination or (b) a statement from an independent U.S. licensed physician
   stating that you meet the definition of total disability as stated above.
   Such certification must be resubmitted every 12 months. Failure to furnish
   proof of disability within the required time will not reduce any claim if it
   was not reasonably possible to give proof within such time. Such proof must
   be furnished as soon as reasonably possible and in no event, except in the
   absence of legal capacity, later than one year from the time proof is
   otherwise required.

                                      52

                             CHARGES AND EXPENSES







(5)We receive proof satisfactory to us that your life expectancy is six months
   or less (such proof must include, but is not limited to, certification by a
   licensed physician).

(6)You are 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, U.S. Virgin Islands, or Guam) 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.

(7)The employer elects to move the plan assets to a different funding vehicle
   after five contract years.

(8)The withdrawal is made to provide any annuity benefits that we offer as
   requested by your employer.

The withdrawal charge will apply if the condition as described in items 4
through 6 above existed at the time participation under the contract began or
if the condition began within the 12 month period following such participation.

See Appendix IV, later in this prospectus for information on state availability
and variations with respect to this charge.

In instances where a withdrawal charge applies, other than where your
participation under the contract is terminated, in order to give you the exact
dollar amount of the withdrawal requested, we deduct the amount of the
withdrawal and the amount of the withdrawal charges from your account value.
Any amount deducted to pay withdrawal charges is also subject to a withdrawal
charge. Unless you specify otherwise, we deduct the amount of the withdrawal
and the withdrawal charge pro rata from the variable investment options and
from the guaranteed interest option. If these amounts are insufficient we will
make up the required amounts from the fixed maturity options to the extent you
have values in those options. If we make up the required amounts from the fixed
maturity options, a market value adjustment will apply. In the case where you
terminate participation under the contract, we will pay your account value
after the withdrawal charge has been imposed (cash value).

PERSONAL INCOME BENEFIT CHARGE

If you activate the Personal Income Benefit feature by allocating amounts to
the Personal Income Benefit variable investment options, we deduct an annual
charge equal to 1.00% of your Personal Income Benefit account value. This
charge will be deducted from your value in the Personal Income Benefit variable
investment options on a pro rata basis on each participation date anniversary.
It is not pro-rated to account for a portion of the year. However, if the
Personal Income Benefit feature is terminated, the certificate is surrendered
or a death benefit is paid on a date other than a participation date
anniversary, we will deduct a pro rata portion of the charge for that year.

In no event will the charge for the Personal Income Benefit be deducted from
your Non-Personal Income Benefit account value.

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 1%.

PLAN OPERATING EXPENSE CHARGE

Depending on your Employer's plan, we may be instructed to withdraw a plan
operating expense from your account value and to remit the amount withdrawn to
either your Employer or your Employer's designee. The amount to be withdrawn is
determined by your Employer; we will have no responsibility for determining
that such amount is necessary and proper under the terms your Employer's plan.
We will deduct this charge pro rata from your Non-Personal Income Benefit
variable investment options and guaranteed interest option first, then from
amounts from the fixed maturity options, to the extent you have value in those
options. If there are insufficient funds in your Non-Personal Income Benefit
account value and fixed maturity options, we will deduct this charge pro rata
from your Personal Income Benefit variable investment options. This deduction
will not reduce your Guaranteed Annual Withdrawal Amount or Ratchet Base. We do
not apply a withdrawal charge to these the amounts withdrawn pursuant to these
instructions.

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.

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 auditors' fees,
    legal counsel fees, administrative service fees, custodian fees, and
    liability insurance.

                                      53

                             CHARGES AND EXPENSES







..   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.

VARIATIONS IN CHARGES

For certain groups offered the EQUI-VEST(R) Strategies contract, we may reduce
the withdrawal charges and/or separate account charges. We may also reduce or
waive the annual administrative charge. We may make other changes to the
EQUI-VEST(R) Strategies contract, including a change in the standard death
benefit or the minimum initial contribution requirements; permitting additional
circumstances under which the withdrawal charge is waived; and/or establishing
different rates to maturity for the fixed maturity options.

Our costs for sales, administration and mortality may vary based on a number of
factors, including the size and type of group or sponsoring organization; the
level of services provided by us or your financial professional; if we will be
the sole contract provider; and the compensation we expect to pay the financial
professional in connection with the sale of the contract(s). We take all these
factors into account when reducing charges.

In order for a group to be considered for reduced charges, it generally must
meet certain requirements relative to existing and projected plan assets. We
determine the applicable charge reductions and benefit adjustments according to
our procedures in effect at the time we approve a group. We may change our
pricing procedures from time to time or the required level of assets a group
must have to be eligible for reduced charges.

From time to time, an employer group has an existing arrangement with us, under
which plan participants have individual contracts, and subsequently the
employer purchases a group contract from us for new contributions and new
participants only. Under these circumstances, we may make charge reductions or
benefit adjustments under the existing individual contracts in order to reflect
the same features, benefits and reduced costs as the group contract. We may
also make charge reductions or benefit adjustments under existing individual
contracts when an employer qualifies for a group contract but is unable to hold
a group contract. Our pricing procedures for new groups may vary from the
procedures we use for existing groups.

For both new and established groups or sponsored arrangements that have
formally requested a contract proposal from us, our prices may be negotiable.
Price variations may impact the financial professional's compensation. An
employer or plan administrator should ask about possible fee reductions or
contract adjustments based on its situation. It would be in your best interest
for your employer to formally request a contract proposal from us.

Any variation in charges, pricing or benefits will reflect differences in our
costs of selling the contracts and/or the contract services we or your
financial services professional provide and will not be unfairly discriminatory.

Groups may be governed by federal income tax rules, 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.

                                      54

                             CHARGES AND EXPENSES





6. Payment of death benefit

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YOUR BENEFICIARY AND PAYMENT OF BENEFIT

Beneficiary designations are subject to the terms of your plan. You designate
your beneficiary when you apply for your certificate. You may change your
beneficiary at any time while the annuitant is alive and the contract is in
force. The change will be effective as of the date the written request is
executed, whether or not the participant is living on the date the change is
received at 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.

EFFECT OF YOUR DEATH

If you die before the annuity payments begin, we will pay the death benefit to
your beneficiary.

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 your death, the beneficiary will receive the death benefit in
a single sum. However, subject to any exceptions in the contract, our rules and
applicable 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" under "Accessing your money" earlier in this
prospectus. Please note that you may elect only a life annuity or an annuity
that does not extend beyond the life expectancy of the beneficiary. In some
cases a beneficiary may be able to do a nonspousal direct rollover to a new
inherited IRA in the case of a death benefit from a qualified plan, 403(b)
plan, or governmental employer 457(b) plan.

If the beneficiary is a natural person (i.e., not an entity such as a
corporation or a trust) and so elects, death benefit proceeds can be paid
through the "AXA Equitable Access Account," which is a draft account that works
in certain respects like an interest-bearing checking account. In that case, we
will send the beneficiary a draftbook, and the beneficiary will have immediate
access to the proceeds by writing a draft for all or part of the amount of the
death benefit proceeds. AXA Equitable will retain the funds until a draft is
presented for payment. Interest on the AXA Equitable Access Account is earned
from the date we establish the account until the account is closed by your
beneficiary or by us if the account balance falls below the minimum balance
requirement, which is currently $1,000. The AXA Equitable Access Account is
part of AXA Equitable's general account and is subject to the claims of our
creditors. We will receive any investment earnings during the period such
amounts remain in the general account. The AXA Equitable Access Account is not
a bank account or a checking account and it is not insured by the FDIC. Funds
held by insurance companies in the general account are guaranteed by the
respective state guaranty association.

BENEFICIARY CONTINUATION OPTION

Upon your death, your beneficiary may generally elect to keep the certificate
in your name and receive distributions under the certificate instead of
receiving the death benefit in a single sum. This feature 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. The increase
in account value will be allocated to the investment options according to the
allocation percentages we have on file for your certificate.

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. 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 you die before your Required Beginning Date for required minimum
distributions as discussed in "Tax information" later in this prospectus, the
beneficiary may choose the "5-year rule" instead of annual payments over life
expectancy. 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:

..   The certificate 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.

..   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. In addition, we may, at any
    time, exercise our right to close a variable investment option to transfers.

..   Loans will no longer be available.

..   The standard death benefit and the enhanced death benefit provisions 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 will apply.

                                      55

                           PAYMENT OF DEATH BENEFIT







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

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

..   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 certificate 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.

PERSONAL INCOME BENEFIT ON A SINGLE LIFE BASIS. If you elected to take
Guaranteed Annual Withdrawal Amount payments on a Single life basis, your
beneficiary may elect any death benefit option described earlier in this
prospectus for which your beneficiary is eligible. Your beneficiary is not
eligible to receive Guaranteed Annual Withdrawal Amount payments. If the
beneficiary elects the Beneficiary continuation option, the Personal Income
Benefit variable investment options will not be available for transfers.

PERSONAL INCOME BENEFIT ON A JOINT LIFE BASIS. If you elected to take
Guaranteed Annual Withdrawal Amount payments on a Joint life basis, your
beneficiary may either:

..   elect any death benefit option described earlier in this prospectus for
    which the beneficiary is eligible; or

..   elect to continue the certificate under the Personal Income Benefit
    Beneficiary continuation option, if your beneficiary is the same spouse you
    were married to when you elected to take Guaranteed Annual Withdrawal
    Amount payments on a Joint life basis and you were still married at the
    time of your death.

If your beneficiary elects any death benefit option other than the Personal
Income Benefit Beneficiary continuation option, the Guaranteed Annual
Withdrawal Amount payments will terminate.

If you had not yet started lifetime RMD payments at your death, your spousal
beneficiary may (1) choose the "5-year rule" (the Guaranteed Annual Withdrawal
Amount payments will terminate when all amounts under the certificate have been
distributed) or (2) continue the certificate and take withdrawals under the
Personal Income Benefit Beneficiary continuation option. If you were younger
than age 70 1/2 at the time of your death, your spousal beneficiary may defer
Personal Income Benefit Beneficiary continuation option payments until you
would have reached age 70 1/2. However, any Guaranteed Annual Withdrawal Amount
payments skipped cannot be recovered.

Under the Personal Income Benefit Beneficiary continuation option:

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

..   The account value will be increased to equal the death benefit if the death
    benefit is higher than the total account value. If the account value is
    increased, the money will be allocated pro rata among the investment
    options including the Personal Income Benefit variable investment options.
    If applicable, the Ratchet Base will ratchet to the Personal Income Benefit
    account value on the next participation date anniversary.

..   The charge for the Personal Income Benefit will continue to apply.
    Withdrawal charges will no longer apply.

..   Payments will be equal to the greater of the Guaranteed Annual Withdrawal
    Amount and the Beneficiary continuation option payment. For information
    about what happens when the Personal Income Benefit account value falls to
    zero, see "Effect of your Personal Income Benefit account value falling to
    zero" under "Personal Income Benefit" in "Contract features and benefits"
    earlier in this prospectus.

..   If you were enrolled in either the Maximum payment plan or the Customized
    payment plan (both described earlier in this prospectus in ''Accessing your
    money'' under ''Withdrawing your account value''), enrollment in a plan
    will continue unless your beneficiary submits a request to change the plan
    or to take ad hoc withdrawals.

..   If your spousal beneficiary receives payments under the Maximum payment
    plan, we will make an extra payment (if necessary) in December that will
    equal the RMD amount less payments made through November 30th and any
    scheduled December payment. If the extra payment is made the funds will be
    taken from the Non-Personal Income Benefit account value first. If there
    are insufficient funds in the Non-Personal Income Benefit account value
    then the funds will be taken from the Personal Income Benefit account value.

..   If your beneficiary receives payments under the Customized payment plan, we
    will make an extra payment (if necessary) in December that will equal the
    RMD amount less payments made through November 30th and any scheduled
    December payment. If the extra payment is made, it will be taken from the
    Non-Personal Income Benefit account value first. If there are insufficient
    values in the Non-Personal Income Benefit account value, any necessary
    amounts will be taken from the Personal Income Benefit account value. The
    scheduled payments will continue in the same amount and the combined
    Customized payment plan payments and the RMD payment will not be treated as
    an Personal Income Benefit Excess withdrawal.

..   If your beneficiary takes any partial withdrawals from the Personal Income
    Benefit account value in addition to the RMD and Customized payment plan
    payments, the Customized payment plan terminates for that participation
    year. The partial withdrawals may be treated as Personal Income Benefit
    Excess withdrawals if they exceed the Guaranteed Annual Withdrawal Amount.
    Your beneficiary may immediately sign up for a new program; however, the
    new payments will not begin until after the next participation date
    anniversary. We will require your beneficiary to use our form for this
    purpose.

..   If prior to your death, you did not elect an automatic payment plan and
    your beneficiary takes unscheduled Guaranteed Annual Withdrawal Amounts
    from the Personal Income Benefit account value, we will make a payment (if
    necessary) in December that will equal the RMD amount less any withdrawals
    made through the payment date. The December automatic payment will not be
    treated as a Personal Income Benefit Excess withdrawal. However, any future
    withdrawals from the Personal Income Benefit account value in the same
    participation year may be treated as Personal Income Benefit

                                      56

                           PAYMENT OF DEATH BENEFIT






   Excess withdrawals. If your beneficiary satisfies the RMD amount through
   unscheduled withdrawals from the Personal Income Benefit account value prior
   to the December payment, any withdrawal from the Personal Income Benefit
   account value that exceeds the Guaranteed Annual Withdrawal Amount will be
   considered a Personal Income Benefit Excess withdrawal.

..   Upon the death of your spousal beneficiary, the Personal Income Benefit and
    Beneficiary continuation option payment comparison stops. The beneficiary
    designated by your spousal beneficiary to receive any interest in the
    contract after the spousal beneficiary dies can elect to continue to
    receive the standard Beneficiary continuation option payments or receive
    any remaining account value in a lump sum.

                                      57

                           PAYMENT OF DEATH BENEFIT





7. Tax information

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TAX INFORMATION AND ERISA MATTERS

OVERVIEW

This section of the prospectus discusses the current federal income tax rules
that generally apply to annuity contracts which may be used to fund certain
employer-sponsored retirement plans.

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 plans or
contracts. Moreover, the tax aspects that apply to a particular employer's plan
or contract may vary depending on the facts applicable to that employer. 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.
Rights or values under plans or contracts or payments under the contracts, for
example, amounts due to beneficiaries, may be subject to federal or state gift,
estate or inheritance taxes. Employers should not rely only on this document,
but should consult their tax adviser before choosing EQUI-VEST(R) Strategies.

FATCA


Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.


SPOUSAL STATUS


The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


CHOOSING A CONTRACT TO FUND A RETIREMENT ARRANGEMENT

Generally, there are two types of funding vehicles that are available for
403(b) plans: a 403(b) TSA annuity contract such as an EQUI-VEST(R) Strategies
TSA or a 403(b)(7) custodial account. An EDC plan may be funded by specified
annuity contracts, custodial accounts or trustee arrangements. How these
arrangements work, including special rules applicable to each, are described in
the specific sections for each type of arrangement below. Employers 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,
employers should consider the annuity's features and benefits, such as
EQUI-VEST(R) Strategies standard death benefit, enhanced death benefit,
selection of variable investment options, provision of a guaranteed interest
option and fixed maturity options and choices of payout options, as well as the
features and benefits of other permissible funding vehicles and the relative
costs of annuities and other such arrangements. Employers should be aware that
cost may vary depending on the features and benefits made available and the
charges and expenses of the portfolios.

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 403(b) plans and 457(b) plans. For this purpose, additional
annuity contract benefits may include certain guaranteed benefits such as the
Personal Income Benefit and the enhanced death benefit. Employers should
consider the potential implication of these Regulations before choosing this
annuity contract.

SPECIAL RULES FOR TAX-FAVORED RETIREMENT PLANS

Employer-sponsored retirement plans can use annuity contracts to fund the plan
unless the plan specifically prohibits annuity contracts as a funding vehicle.

Federal income tax rules prescribe how a retirement plan qualifies for
tax-favored status and set requirements for plan features, including:

..   participation and coverage;

..   nondiscrimination;

                                      58

                                TAX INFORMATION







..   vesting and funding;

..   limits on contributions, distributions, and benefits;

..   withholding;

..   reporting and disclosure; and

..   penalties.

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STATE INCOME TAX RULES COVERING CONTRIBUTIONS TO AND DISTRIBUTIONS FROM
EMPLOYER-SPONSORED RETIREMENT PLANS MAY DIFFER FROM FEDERAL INCOME TAX RULES.
IT IS THE RESPONSIBILITY OF THE EMPLOYER, PLAN TRUSTEE AND PLAN ADMINISTRATOR
TO SATISFY FEDERAL INCOME TAX, STATE INCOME TAX AND OTHER STATE RULES AND ERISA
RULES, IF APPLICABLE.
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ADDITIONAL "SAVER'S CREDIT" FOR SALARY REDUCTION CONTRIBUTIONS TO CERTAIN PLANS


You may be eligible for a nonrefundable income tax credit for salary reduction
contributions you make to a 403(b) plan or governmental employer 457(b) EDC
plan as well as contributions you make to other eligible retirement plans or to
a traditional IRA or Roth IRA. If you qualify, you may take this credit even
though your salary reduction contribution is already excluded from tax. To take
advantage of this "saver's credit" you must be age 18 or over before the end of
the taxable year for which the contribution is made. You cannot be a full-time
student or claimed as a dependent on another's tax return, and your adjusted
gross income cannot exceed $50,000 ($61,000 after cost-of-living adjustment for
2015). The amount of the tax credit you can get varies from 10% of your
contribution to 50% of your contribution, and depends on your income tax filing
status and your adjusted gross income. The maximum annual contribution eligible
for the saver's credit is $2,000. If you and your spouse file a joint return,
and each of you qualifies, each is eligible for a maximum annual contribution
of $2,000. Your saver's credit may also be reduced if you take or have taken a
taxable distribution from any plan eligible for a saver's credit contribution
-- even if you make a contribution to one plan and take the distribution from
another plan -- during the "testing period." The "testing period" begins two
years before the year for which you make the contribution and ends when your
tax return is due for the year for which you make contribution including
extensions.


TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

This section of the prospectus 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 DISCLOSURE GENERALLY ASSUMES THAT THE TSA HAS 403(B) CONTRACT STATUS OR
QUALIFIES AS A 403(B) CONTRACT. DUE TO INTERNAL REVENUE SERVICE AND TREASURY
REGULATORY CHANGES IN 2007 WHICH BECAME FULLY EFFECTIVE ON JANUARY 1, 2009,
CONTRACTS ISSUED PRIOR TO 2009 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 TAKES 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.
--------------------------------------------------------------------------------

FINAL REGULATIONS UNDER SECTION 403(B)

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. These rules became fully effective on January 1, 2009, but various
transition rules applied beginning in 2007. There are still a number of
uncertainties regarding the application of these rules. The 2007 Regulations
raise a number of questions as to the effect of the 2007 Regulations on 403(b)
TSA contracts 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.

EMPLOYER PLAN REQUIREMENT. The thrust of the 2007 Regulations is to require a
written plan document for Section 403(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.

As part of this process, the sponsoring employer designates the insurance
companies or mutual fund companies to which it will make contributions to
purchase 403(b) annuity contracts or 403(b)(7) custodial accounts under its
403(b) plan. These companies are typically referred to as "approved providers"
or "approved vendors" under the employer's 403(b) plan, although such terms are
not used in the 2007 Regulations. If AXA Equitable is not an approved provider
under an employer's 403(b) plan, active participants in that employer's plan
may have to transfer funds from their EQUI-VEST(R) TSA contracts to another
403(b) plan funding vehicle in a contract exchange under the same plan in order
to avoid significant limitations under the 403(b) plan for transactions on the
contract.

GENERAL; SPECIAL EMPLOYER RULES

An employer eligible to maintain a 403(b) plan for its employees may make
contributions to purchase a 403(b) funding vehicle for the benefit of the
employee. These contributions, if properly made, will not be currently taxable
compensation to the employee. Moreover, the employee will not be taxed on the
earnings in the 403(b) funding vehicle until he/she takes distributions.

Generally, there are two types of funding vehicles available to fund 403(b)
plans: an annuity contract under Section 403(b)(1) of the Internal Revenue Code
or a custodial account that invests only in mutual funds and which is treated
as an annuity contract under section 403(b)(7) of the Code. Both types of
403(b) arrangements qualify for tax deferral.

Two different types of employers are eligible to maintain 403(b) plans: public
schools and specified tax-exempt organizations under Section 501(c)(3) of the
Code.

CONTRIBUTIONS TO TSAS

There are three ways you can make contributions to this EQUI-VEST(R) Strategies
TSA contract:

..   annual contributions made through the employer's payroll; or

..   with employer or plan approval, a rollover from another eligible retirement
    plan; or

..   with employer or plan approval, a plan-to-plan direct transfer of assets or
    a contract exchange under the same plan.

ANNUAL CONTRIBUTIONS MADE THROUGH THE EMPLOYER'S PAYROLL.  Annual contributions
to 403(b) TSA contracts made through the

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                                TAX INFORMATION






employer's payroll are limited. (Tax-free plan to plan direct transfer
contributions from another 403(b) plan, contract exchanges under the same plan,
and rollover contributions from another eligible retirement plan are not
subject to these annual contribution limits.) Commonly, some or all of the
contributions made to a TSA are made under a salary reduction agreement between
the employee and the employer. These contributions are called "salary reduction
contributions" or "elective deferral contributions" and are generally made on a
pre-tax basis. However, a TSA can also be wholly or partially funded through
non-elective employer contributions or contributions treated as after-tax
employee contributions. If the employer's plan permits, and as reported to us
by the employer, an employee may designate some or all of salary reduction
contributions as "designated Roth contributions" under Section 402A of the
Code, which are made on an after-tax basis.

Some employer contributions may be subject to vesting under the employer's plan.


The annual limit on employer and employee contributions on behalf of an
employee to defined contribution plans of an employer for 2015 is the lesser of
$53,000 (after adjustment for cost-of-living changes) or 100% of compensation.
When figuring out the contribution limit you have to:


..   include reallocated forfeitures and voluntary nondeductible employee
    contributions;

..   include compensation from the employer in the form of elective deferrals
    and excludible contributions under Section 457(b) EDC plans and "cafeteria"
    plans. These are plans giving employees a choice between cash and deferred
    benefits or specified excludible health and welfare benefits; and


..   disregard compensation or earned income of more than a specified amount.
    This amount is $265,000 for 2015. This amount may be further adjusted for
    cost-of-living changes in future years.

"Salary reduction" or "elective deferral" contributions made under a 403(b)
plan or other cash or deferred arrangement are limited to $18,000 for 2015, and
may be further adjusted for cost-of-living changes in future years. This limit
applies to the total of all elective deferrals under all tax-favored plans in
which the individual participates, from all employers, for example, also
including salary reduction contributions under 401(k) plans. If the plan
permits, an individual who is at least age 50 at any time during 2015 can make
up to $6,000 additional salary reduction contributions for 2015.


Special provisions may allow certain participants with at least 15 years of
service to make "catch-up" contributions to compensate for smaller
contributions made in previous years.

If contributions to a 403(b) TSA contract exceed the applicable limit in any
year, the excess will be taxable to the employee as ordinary income. In certain
situations, we may distribute excess contributions to avoid tax penalties.

Any excess deferral contributions which are not withdrawn by April 15th after
the year of the deferral may cause the contract to fail 403(b) rules.

ROLLOVER CONTRIBUTIONS. After a TSA contract has been established with 403(b)
plan source funds, federal tax law permits rollover contributions to be made to
a TSA contract from these sources: qualified plans, governmental employer
457(b) plans and traditional IRAs, as well as other 403(b) plan funding
vehicles. The recipient 403(b) plan must allow such contributions to be made.

Generally, funds may be rolled over when a plan participant has a distributable
event from an eligible retirement plan as a result of:

..   termination of employment with the employer who provided the funds for the
    plan; or

..   reaching age 59 1/2 even if still employed; or

..   disability (special federal income tax definition).

If the source of the rollover contribution is pre-tax funds from a traditional
IRA, no specific event is required.

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 and subsequently take a premature distribution.
Further, in light of the restrictions on the ability to take distributions or
loans from a 403(b) contract without plan or employer approval under the 2007
Regulations, a plan participant should consider carefully whether to roll an
eligible rollover distribution (which is no longer subject to distribution
restrictions) to a 403(b) plan funding vehicle, or to traditional IRA instead.

If the recipient plan separately accounts for funds rolled over from another
eligible retirement plan, the IRS has ruled that an exception is available in
certain situations to withdrawal restrictions that would otherwise apply to the
rollover contribution funds in the recipient plan.

ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM CERTAIN ELIGIBLE RETIREMENT PLANS


NON-ROTH AFTER-TAX CONTRIBUTIONS. Any non-Roth after-tax contributions you have
made to a qualified plan or 403(b) plan (but not a governmental employer 457(b)
EDC plan) may be directly rolled over to a 403(b) TSA which agrees to do
required separate accounting. This can only be done in a direct rollover, not a
rollover you do yourself. Non-Roth after-tax contributions in a traditional IRA
cannot be rolled over from the traditional IRA into a TSA. See "IRS guidance on
allocation between pre-tax and after-tax amounts on distributions; the effect
of direct rollovers" under "Distributions from TSAs--Tax treatment of
distributions from TSAs".


DESIGNATED ROTH CONTRIBUTIONS. If the after-tax contributions are in a
"designated Roth account" under a 403(b) plan, a 401(k) plan or a governmental
employer EDC plan which permits designated Roth elective deferral contributions
to be made, they can be rolled into another "designated Roth account" under
another such plan. They cannot be rolled over to a non-Roth after-tax
contribution account. You may not roll over Roth IRA funds into a designated
Roth account under a 403(b) plan (or a 401(k) plan or a governmental employer
EDC plan).

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) contract to another, without
reportable taxable income to the individual. Under transitional rules in the
2007 Regulations and other IRS published guidance, direct transfers made after
September 24, 2007 may still be permitted with plan or employer approval as
described below.

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                                TAX INFORMATION







DIRECT TRANSFER CONTRIBUTIONS. A tax-free direct transfer occurs when changing
the 403(b) plan funding vehicle, even if there is no distributable event. Under
a direct transfer a plan participant does not receive a distribution.

The 2007 Regulations provide for two types of direct transfers between 403(b)
funding vehicles: "plan-to-plan transfers" and "contract exchanges within the
same 403(b) plan". 403(b) plans do not have to offer these options. A
"plan-to-plan transfer" must meet the following conditions: (i) both the source
403(b) plan and the recipient 403(b) plan permit plan-to-plan transfers;
(ii) the transfer from one 403(b) plan to another 403(b) plan is made for a
participant (or beneficiary of a deceased participant) who is an employee or
former employee of the employer sponsoring the recipient 403(b) plan;
(iii) immediately after the transfer the accumulated benefit of the participant
(or beneficiary) whose assets are being transferred is at least equal to the
participant's (or beneficiary's) accumulated benefit immediately before the
transfer; (iv) the recipient 403(b) plan imposes distribution restrictions on
transferred amounts at least as stringent as those imposed under the source
403(b) plan; and (v) if the plan-to-plan transfer is not a complete transfer of
the participant's (or beneficiary's) interest in the source 403(b) plan, the
recipient 403(b) plan treats the amount transferred as a continuation of a pro
rata portion of the participant's (or beneficiary's) interest in the source
403(b) plan (for example with respect to the participant's interest in any
after-tax employee contributions).

A "contract exchange within the same 403(b) plan" must meet the following
conditions: (i) the 403(b) plan under which the contract is issued must permit
contract exchanges; (ii) immediately after the exchange the accumulated benefit
of the participant (or beneficiary of a deceased participant) is at least equal
to the participant's (or beneficiary's) accumulated benefit immediately before
the exchange (taking into account the accumulated benefit of that participant
(or beneficiary) under both section 403(b) contracts immediately before the
exchange); (iii) the contract issued in the exchange is subject to distribution
restrictions with respect to the participant that are not less stringent than
those imposed on the contract being exchanged; and (iv) the employer sponsoring
the 403(b) plan and the issuer of the contract issued in the exchange agree to
provide each other with specified information from time to time in the future
("an information sharing agreement"). The shared information is designed to
preserve the requirements of Section 403(b), primarily to comply with loan
requirements, hardship withdrawal rules, and distribution restrictions.

We currently do not offer a 403(b) contract for a beneficiary of a deceased
participant as described above.

TSA contracts issued by AXA Equitable pursuant to a Rev. Rul. 90-24 direct
transfer where applications and all transfer paperwork were received by our
processing office in good order prior to September 25, 2007 are generally
"grandfathered" as to 403(b) status. However, future transactions such as loans
and distributions under such "grandfathered" contracts may result in adverse
tax consequences to the owner unless the contracts are or become part of the
employer's 403(b) plan, or the employer enters into an information sharing
agreement with us.

SPECIAL RULE FOR ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS AFTER AGE
70 1/2. The amount of any rollover or direct transfer contributions made to a
403(b) annuity contract must be net of the required minimum distribution for
the tax year in which the contract is issued if the owner is at least age
70 1/2 in the calendar year the contribution is made, and has retired from
service with the employer who sponsored the plan or provided the funds to
purchase the 403(b) annuity contract which is the source of the contribution.

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
pending receipt of information required to process the transaction under an
information sharing agreement between AXA Equitable and the employer sponsoring
the plan.


WITHDRAWAL RESTRICTIONS -- SALARY REDUCTION CONTRIBUTIONS. You generally are
not able to withdraw or take payment from your TSA contract unless you reach
age 59 1/2, die, become disabled (special federal income tax definition), sever
employment with the employer which provided the funds for the TSA contract, or
suffer financial hardship (special federal income tax definition). Hardship
withdrawals are limited to the amount of your salary reduction contributions
without earnings and must be approved by the employer or the plan. Under the
2007 Regulations, an employee is not treated as severing employment if the
first employer and the subsequent employer are treated as the same employer
(for example, an employee transfers from one public school to another public
school of the same state employer).


These restrictions do not apply to the amount directly transferred to your TSA
certificate that represents your December 31, 1988, account balance
attributable to a 403(b) annuity contract and earnings. To take advantage of
this grandfathering you must properly notify us in writing at our processing
office of your December 31, 1988, account balance if you have qualifying
amounts directly transferred to your TSA certificate in a contract exchange
under the same plan or a direct transfer from another 403(b) plan.

If any portion of the funds directly transferred to your TSA certificate is
attributable to amounts that you invested in a 403(b)(7) custodial account,
such amounts, including earnings, are subject to withdrawal restrictions. With
respect to the portion of the funds that were never invested in a 403(b)(7)
custodial account, these restrictions apply to the salary reduction (elective
deferral) contributions to a TSA annuity contract you made and any earnings on
them. Account values attributable to employer contributions properly reported
to us at the time of transfer will not be subject to restriction, unless
required by the employer's plan.

Withdrawals from a designated Roth account in a TSA contract are subject to
these withdrawal restrictions.

WITHDRAWAL RESTRICTIONS ON OTHER TYPES OF CONTRIBUTIONS. The Plan may impose
withdrawal restrictions on employer contributions and related earnings. Amounts
attributable to employer contributions are subject to withdrawal restrictions
under the 2007 Regulations. These rules apply only to 403(b) plan contracts
issued January 1, 2009 and later. These restrictions vary by individual plan
and must be reported to us by the plan, the employer or the employer's
designee, as applicable.

EXCEPTIONS TO WITHDRAWAL REDUCTIONS. If the recipient plan separately accounts
for funds rolled over from another eligible retirement plan, the IRS has ruled
that an exception is available in certain situations to withdrawal restrictions
that would otherwise apply to the rollover contribution funds in the recipient
plan.

A recent tax law change permits a plan to allow an internal direct transfer
from a pre-tax or non-Roth after-tax account to a designated Roth

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                                TAX INFORMATION






account under the plan, even though the transferred amounts are not eligible
for withdrawal by the individual electing the transaction. The transfer would
be taxable, and withdrawals would not be permitted from the designated Roth
account under the plan. We are assessing implementation issues regarding this
feature; as additional separate accounting is required. See " 'In-plan' Roth
conversions" below.

Distributions may also be made on termination of the plan.

TAX TREATMENT OF DISTRIBUTIONS FROM TSAS. Amounts held under TSAs are generally
not subject to federal income tax until benefits are distributed.

Distributions include withdrawals and annuity payments. Death benefits paid to
a beneficiary are also taxable distributions unless an exception applies. (For
example, there is a limited exclusion from gross income for distributions used
to pay qualified health insurance premiums of an eligible retired public safety
officer from eligible governmental employer qualified plans, 403(b) plans and
457(b) plans.) Amounts distributed from TSAs are includable in gross income as
ordinary income, not capital gain. Distributions from TSAs may be subject to
20% federal income tax withholding. See "Federal and state income tax
withholding and information reporting" below. In addition, TSA distributions
may be subject to additional tax penalties.

If you have made after-tax contributions, both non-Roth and designated Roth,
you will have a tax basis in your TSA certificate, which will be recovered
tax-free. Unless we have been provided acceptable documentation for the amounts
of any after-tax contributions to your TSA certificate, we assume that all
amounts distributed from your TSA certificate are pre-tax, and we withhold tax
and report accordingly.

DESIGNATED ROTH CONTRIBUTION ACCOUNT. Section 402A of the Code provides that a
qualified distribution from a designated Roth account is not includible in
income. A qualified distribution can only be made on specified events such as
attaining age 59 1/2 or death. Also, there can be no qualified distribution
until after the expiration of a 5-year aging period beginning with the date an
individual first makes a designated Roth contribution to a designated Roth
account under the applicable retirement plan. If both the aging and event tests
are not met, earnings attributable to a designated Roth account may be
includible in income.


DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount
received in excess of the investment in the contract is taxable. We will report
the total amount of the distribution. The amount of any partial distribution
from a TSA 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
after-tax contributions and earnings on those contributions. This treatment is
the same for non-qualified distributions from a designated Roth account under a
403(b) plan. For the special tax treatment applied to direct conversion
rollovers, including "in-plan" Roth conversions, see "Tax-deferred rollovers
and direct transfers" and "In-plan Roth conversions" below.

IRS GUIDANCE ON ALLOCATION BETWEEN PRE-TAX AND AFTER-TAX AMOUNTS ON
DISTRIBUTIONS; THE EFFECT OF DIRECT ROLLOVERS.

The following applies where there are after-tax amounts and pre-tax amounts
under the plan, and a distribution is made from the plan before annuity
payments start. The IRS has issued ordering rules and related guidance on
allocation between pre-tax and after-tax amounts.

..   All disbursements from the plan that are "scheduled to be made at the same
    time" are treated as a single distribution even if the recipient has
    directed that the disbursement be divided among multiple destinations.
    Multiple destinations include payment to the recipient and direct rollovers
    to one or more eligible retirement plans. (Separate information reports on
    Form 1099-R are generally required if a disbursement is divided among
    multiple destinations, however.)

..   If the pre-tax amount for the aggregated distribution is directly rolled
    over to one or more eligible retirement plans, the entire pre-tax amount is
    assigned to the amount of the distribution that is directly rolled over
    (and is not currently taxable).

..   If the recipient wants to divide the direct rollover among two or more
    eligible retirement plans, before the distribution is made, the recipient
    can choose how the pre-tax amount is to be allocated among the plans. We
    expect to have forms for this choice.

..   If the pre-tax amount for the aggregated distribution is more than the
    amount directly rolled over, the pre-tax amount is assigned to the portion
    of the distribution that is directly rolled over, up to the amount of the
    direct rollover (so that each direct rollover consists entirely of pre-tax
    amounts).

..   The guidance indicates that any remaining pre-tax amount is next assigned
    to any 60-day rollovers up to the amount of the 60-day rollovers. (Please
    note that the recipient is responsible for the tax treatment of 60-day
    rollovers and that our information report on Form 1099-R will reflect
    distribution to the recipient and any required 20% withholding.)

..   The guidance indicates that any remaining pre-tax amount after assignment
    of the pre-tax amount to direct rollovers and 60-day rollovers is
    includible in gross income.

..   Finally, if the amount rolled over to an eligible retirement plan exceeds
    the portion of the pre-tax amount assigned or allocated to the plan, the
    excess is an after-tax amount.

For example, if a plan participant takes a distribution of $100,000 from a
plan, $80,000 of which is pre-tax and $20,000 of which is attributable to
non-Roth after-tax contributions, the participant could choose to allocate the
distribution so that the entire pre-tax amount of $80,000 could be directly
rolled over to a traditional IRA and the $20,000 non-Roth after-tax
contributions could be rolled over to a Roth IRA.


ANNUITY PAYMENTS. If you elect an annuity payout option, the non-taxable
portion of each payment is calculated by dividing your investment in the
contract by an expected return determined under an IRS table prescribed for
qualified annuities. The balance of each payment is fully taxable. The full
amount of the payments received after your investment in the 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 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 generally receive the same tax treatment as distributions during your
lifetime. In some instances, distributions from a TSA made to your surviving
spouse may be rolled over to a traditional IRA or other eligible retirement
plan. A surviving spouse may also be eligible to roll over a TSA 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.

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                                TAX INFORMATION







LOANS FROM TSAS. The following discussion also applies to loans under
governmental employer 457(b) EDC plans. See "Public employee deferred
compensation plans (EDC Plans)" later in this prospectus.

If the plan permits, loans are available from a 403(b) plan. 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 requirements apply even if the
plan is not subject to ERISA. Please see Appendix IV later in this prospectus
for any state rules that may affect loans.

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. Loan processing may be delayed pending receipt of information
required to process the loan under an information sharing agreement. Processing
of a loan request will not be completed pending receipt of information required
to process the transaction under 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. Finally, unpaid loans may become
taxable when the individual severs from employment with the employer which
provided the funds for the contract. In addition, the 10% early distribution
penalty tax may apply.

We report the entire unpaid balance of the loan (including unpaid interest) as
includable in income in the year of the default. The amount of the unpaid loan
balance is reported to the IRS on Form 1099-R as a distribution.

..   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 twelve
    months over the outstanding loan balance of plan loans on the date the loan
    was made. Governmental employer 457(b) EDC plans and 403(b) plans are
    included in "all qualified plans of the employer" for this purpose. Also,
    for the purposes of calculating any subsequent loans which may be made
    under any plan of the same employer, a defaulted loan is treated as still
    outstanding even after the default is reported to the IRS. The amount
    treated as outstanding (which limits any subsequent loan) includes interest
    on the unpaid balance.

..   In general, the term of the loan cannot exceed five years unless the loan
    is used to acquire the participant's primary residence. EQUI-VEST(R)
    Strategies TSA contracts have a term limit of 10 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.

TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS. If withdrawal restrictions
discussed earlier do not apply, you may roll over any "eligible rollover
distribution" from a TSA into another eligible retirement plan which agrees to
accept the rollover. The rollover may be a direct roll-over or a rollover you
do yourself within 60 days after you receive the distribution. To the extent
rolled over, it remains tax-deferred.

You may roll over a distribution of pre-tax funds from a TSA to any of the
following: a qualified plan, a governmental employer 457(b) EDC plan, a
traditional IRA or a TSA. A spousal beneficiary may also roll over death
benefits to any of these. A non-spousal death beneficiary may be able to
directly roll over death benefits to a new inherited IRA under certain
circumstances.

Distributions from a 403(b) plan can also be rolled over to a Roth IRA.
Conversion rollover transactions from pre-tax or non-Roth after-tax accounts
are taxable. Any taxable portion of the amount rolled over will be taxed at the
time of the rollover.

The recipient plan must agree to take the distribution. If you are rolling over
from a 403(b) plan to a governmental employer 457(b) EDC plan, the recipient
governmental employer 457(b) EDC plan must agree to separately account for the
rolled-over funds.

The taxable portion of most distributions will be eligible for rollover.
However, federal income tax rules exclude certain distributions from rollover
treatment including (1) periodic payments for life or for a period of 10 years
or more, (2) hardship withdrawals and (3) any required minimum distributions
under federal income tax rules.

"IN-PLAN" ROTH CONVERSIONS. If permitted by the plan, participants who are
eligible to withdraw amounts may make an "in-plan" direct conversion rollover
from a pre-tax account or a non-Roth after-tax account under the plan to a
designated Roth account under the plan. The designated Roth account must be
established through salary reduction or elective deferral contributions; it
cannot be established by rollover. An "in-plan" direct conversion rollover is
not subject to withholding but is a taxable transaction, so a participant
considering an "in-plan" direct conversion rollover should consider the payment
of estimated tax. No tax applies to the basis portion of a non-Roth after-tax
amount so converted.

As indicated above under "Exceptions to withdrawal restrictions," a recent tax
law change permits a plan to allow an internal direct transfer from a pre-tax
or non-Roth after-tax account to a designated Roth account under the plan, even
though the transferred amounts are not eligible for withdrawal by the
individual electing the transaction. The transfer would be taxable and
withdrawals would not be permitted from the designated Roth account under the
plan. Additional separate accounting will be required to implement this
provision.

NON-ROTH AFTER-TAX CONTRIBUTIONS. Any non-Roth after-tax contributions you have
made to a TSA only may be directly rolled over to another qualified plan or TSA
which agrees to do required separate accounting. This can only be done in a
direct rollover, not a rollover you do yourself. You may roll over any
after-tax contributions you have made to a TSA to a traditional IRA (either in
a direct rollover or a roll-over 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.
After-tax contributions from a TSA which are rolled into a traditional IRA
cannot be rolled back into a qualified plan or TSA. After-tax contributions may
not be rolled into a governmental employer EDC plan. As described above under
"In-plan Roth conversions", if the plan permits, you may also roll over
non-Roth after-tax contributions to a designated Roth account under the plan.

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ROTH AFTER-TAX CONTRIBUTIONS. Amounts attributable to "designated Roth
contributions" under a 403(b) plan may be rolled over to any of the following:

..   another designated Roth contribution separate account under (i) another
    403(b) plan; (ii) a 401(k) plan; or (iii) a governmental employer EDC plan;
    or

..   a Roth IRA.

They cannot be rolled over to a non-Roth after-tax contribution account under
any of the above plans. Similar rules apply to rollovers of "designated Roth
contributions" under a 401(k) plan or a governmental employer EDC plan.


See "IRS guidance on allocation between pre-tax and after-tax amounts on
distributions; the effect of direct rollovers" above.

Before you decide to roll over a distribution to another employer plan, you
should check with the administrator of that plan about whether the plan accepts
rollovers and, if so, the types of distributions 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. You should discuss with your
tax adviser the rules which may apply to the rolled over funds. For example,
distributions from a governmental employer 457(b) EDC plan are generally not
subject to the additional 10% federal income tax penalty for pre-age 59 1/2
distributions, which applies to other types of retirement plans. If you roll
over funds from an eligible retirement plan which is not a governmental
employer 457(b) EDC plan (qualified plan, 403(b) plan or traditional IRA) into
a governmental employer 457(b) EDC plan, and you later take a distribution from
the recipient government employer 457(b) EDC plan, those amounts generally
remain subject to the penalty.


You should check if the recipient plan separately accounts for funds rolled
over from another eligible retirement plan, as the IRS has ruled that an
exception is available in certain situations to withdrawal restrictions that
would otherwise apply to the rollover contribution funds in the recipient plan.

Direct transfers that are: (1) contract exchanges under the same 403(b) plan,
(2) direct 403(b) plan-to-403(b) plan transfers, or (3) used to purchase
permissive service credits under a retirement plan are not distributions.

If there is a mandatory distribution provision in your employer's plan for
certain small amounts and you do not designate an eligible retirement plan to
receive such a mandatory distribution, Treasury Regulations require a
traditional IRA to be established on your behalf.

DISTRIBUTION REQUIREMENTS

TSAs are subject to required minimum distribution rules. See "Required minimum
distributions" later in this prospectus.

SPOUSAL CONSENT RULES

If ERISA rules apply to your TSA you will need to get spousal consent for
loans, withdrawals or other distributions if you are married when you request
one of these transactions under the 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 participant with a survivor annuity for the life of the spouse in
an amount not less than one-half of the amount payable to the participant
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 employer's plan and the contract.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA 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).


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.


PUBLIC EMPLOYEE DEFERRED COMPENSATION PLANS (EDC PLANS)

SPECIAL EMPLOYER AND OWNERSHIP RULES. Employers eligible to maintain EDC plans
under Section 457(b) of the Code include governmental entities such as states,
municipalities and state agencies (governmental employers). Since EQUI-VEST(R)
Strategies is open only to governmental employer EDC plans; no rules applicable
to tax-exempt employees are discussed.

An employer can fund its EDC plan in whole or in part with annuity contracts
purchased for participating employees and their beneficiaries. These employees
do not have to include in income the employer's contributions to purchase the
EDC contracts or any earnings until they actually receive funds from a
governmental employer EDC plan. The plan's assets must be held in trust for the
exclusive benefit of employees. An annuity contract can be a trust equivalent
if the contract includes the trust rules. Regardless of contract ownership, the
EDC plan may permit the employee to choose among various investment options.


CONTRIBUTION LIMITS. The maximum contribution for 2015 is the lesser of $18,000
or 100% of includible compensation.


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                                TAX INFORMATION








Special rules may permit "catch-up" contributions during the three years
preceding normal retirement age under the EDC plan. If the plan provides for
catch-up contributions for any of the 3 years of service preceding the plan
retirement age, the maximum contribution for an individual eligible to make
such catch-up contributions is twice the otherwise applicable dollar limit, or
$36,000 for 2015.

If the plan permits, an individual at least age 50 at any time during 2015 may
be able to make up to $6,000 additional salary reduction contributions. An
individual must coordinate this "age 50" catch-up with the other "last 3 years
of service" catch up.


A governmental employer EDC plan may permit some or all of elective deferral
contributions to be made as "designated Roth contributions" under Section 402A
of the Code which are made on an after-tax basis. Unless otherwise indicated,
the tax treatment of designated Roth contributions is described under
"Tax-sheltered annuity contracts (TSAs)" previously in this Section.

ROLLOVER CONTRIBUTIONS. Eligible rollover distributions of pre-tax funds from
403(b) plans, 401(a) qualified plans, other governmental employer EDC plans and
traditional IRAs may be rolled over into other such plans. The recipient plan
must agree to take the distribution. If the source of the eligible rollover
distribution is not a governmental employer EDC plan and the recipient plan is
a governmental employer EDC plan, the recipient governmental employer EDC plan
must agree to separately account for the rolled-over funds.

A governmental employer EDC plan which permits designated Roth elective
deferral contributions to be made may also permit rollover contributions from
another "designated Roth account" under another governmental employer EDC plan
(or a 403(b) plan, or a 401(k) plan) to such a designated Roth account. Roth
IRA funds may not be rolled over to such a designated Roth account.


Before you decide to roll over a distribution to another employer plan, you
should check with the administrator of that plan about whether the plan accepts
rollovers and, if so, the types of distributions 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.


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 EDC 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 and subsequently take a premature distribution.

WITHDRAWAL LIMITS. In general, no amounts may be withdrawn from an EDC plan
prior to the calendar year in which the employee attains age 70 1/2, severs
from employment with the employer or is faced with an unforeseeable emergency.
Under Treasury Regulations, amounts may also be distributed on plan
termination. Small amounts (up to $5,000) may be taken out by the plan
participant or forced out by the plan under certain circumstances, even though
the plan participant may still be working and amounts would not otherwise be
made available. Such a mandatory forced-out distribution is an eligible
rollover distribution. Treasury Regulations require a direct rollover to a
traditional IRA established for a plan participant who does not affirmatively
designate an eligible retirement plan to receive such a mandatory distribution.
For funds rolled over from another eligible retirement plan, the IRS has ruled
that an exception is available in certain situations to withdrawal restrictions
that would otherwise apply to the rollover contribution funds in the recipient
plan, because the funds are accounted for separately.

See the discussion under "Tax-sheltered annuity contracts (TSAs)" previously in
this Section about the availability of certain internal direct transfers of
amounts subject to withdrawal restrictions into a designated Roth account under
a 403(b) plan. Similar rules generally will apply to these transactions under a
governmental employer EDC plan.

DISTRIBUTION REQUIREMENTS. EDC plans are subject to minimum distribution rules
similar to those that apply to TSAs. See "Required minimum distributions" later
in this prospectus. That is, distributions from EDC plans generally must start
no later than April 1st of the calendar year following the calendar year in
which the employee attains age 70 1/2 or retires from service with the employer
maintaining the EDC plan, whichever is later. Failure to make required
distributions may cause the disqualification of the EDC plan. Disqualification
may result in current taxation of EDC plan benefits. In addition, a 50% penalty
tax is imposed on the difference between the required distribution amount and
the amount actually distributed, if any. It is the plan administrator's
responsibility to see that minimum distributions from an EDC plan are made.

If the EDC plan provides, a deceased employee's beneficiary may be able to
elect to receive death benefits in installments instead of a lump sum, and the
payments will be taxed as they are received.

TAX TREATMENT OF DISTRIBUTIONS. The taxation of distributions from a
governmental employer EDC plan is generally the same as the tax treatment of
distributions from TSAs discussed earlier in this prospectus. That is, amounts
are generally not subject to tax until actually distributed and amounts may be
subject to 20% federal income tax withholding. See "Federal and State income
tax withholding and information reporting" later in this prospectus. However,
distributions from a governmental employer EDC plan are generally not subject
to the additional 10% federal income tax penalty for pre-age 59 1/2
distributions.

If the governmental employer EDC plan permits designated Roth contributions,
Section 402A of the Code provides that a qualified distribution from a
designated Roth contribution account is not includible in income. A qualified
distribution can only be made on specified events such as attaining age 59 1/2
or death. Also, because there can be no qualified distribution until after the
expiration of a 5-year aging period beginning with the date an individual first
makes a designated Roth contribution to a designated Roth account under the
applicable retirement plan, the earliest a qualified distribution from a
designated Roth account under a governmental employer EDC plan could be made is
2016. Therefore, earnings attributable to a designated Roth account may be
includible in income. See the discussion under "Tax-sheltered annuity contracts
(TSAs)" previously in this Section about the availability of certain internal
direct transfers of amounts subject to withdrawal restrictions into a
designated Roth account under a 403(b) plan. Similar rules generally will apply
to these transactions under a governmental employer EDC plan.

TAX-DEFERRED ROLLOVERS. A participant in a governmental employer EDC plan, or
in certain cases, a beneficiary, may be able to roll over an

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                                TAX INFORMATION






eligible rollover distribution from the plan to a traditional IRA, qualified
plan or 403(b) plan, as well as to another governmental employer EDC plan. The
recipient plan must agree to take the distribution.

If you roll over funds from a governmental employer EDC plan into a different
type of eligible retirement plan (qualified plan, 403(b) plan, or traditional
IRA), any subsequent distributions may be subject to the 10% federal income tax
penalty noted above. Before you decide to roll over your payment to another
employer plan, you should check with the administrator of that plan about
whether the plan accepts roll-overs and, if so, the types of distributions 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.

You may roll over a distribution from a governmental employer 457(b) plan to
any of the following: a 403(b) plan funding vehicle, a qualified plan, another
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 traditional inherited IRA under certain circumstances.

Distributions from a governmental employer 457(b) plan 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.

If the governmental employer EDC plan permits designated Roth contributions,
amounts attributable to designated Roth contributions may be rolled over to any
of the following:

..   another designated Roth contribution separate account under (i) another
    governmental employer EDC plan; (ii) a 403(b) plan; or (iii) a 401(k) plan;
    or

..   a Roth IRA.

They cannot be rolled over to a non-Roth after-tax contribution account under
any of the above plans. Similar rules apply to rollovers of "designated Roth
contributions" under a 403(b) plan or a 401(k) plan.

If the governmental employer EDC plan permits designated Roth contributions and
also if permitted by the plan, participants who are eligible to withdraw
amounts may make an "in-plan" direct conversion rollover from a non-Roth
account under the plan to a designated Roth account under the plan. The
designated Roth account must be established through salary reduction or
elective deferral contributions; it cannot be established by rollover. An
"in-plan" direct conversion rollover is not subject to withholding but
typically produces taxable income.

LOANS. Same as for TSAs. (See "Loans from TSAs" under "Distributions from TSAs"
earlier in this prospectus.)

BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS

If you are a participant in a 403(b) plan or a governmental employer EDC plan,
the required minimum distribution rules force you to start calculating and
taking annual distributions from these tax-favored retirement plans and
arrangements by a specified date. The beginning date depends on the type of
plan or arrangement, and your age and retirement status. The distribution
requirements are designed to use up your interest in the plan over your life
expectancy. Whether the correct amount has been distributed is calculated on a
year-by-year basis; there are no provisions to allow amounts taken in excess of
the required amount to be carried back to other years.

Distributions must be made according to rules in the Code and Treasury
Regulations and the terms of the plan. 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 annuity
contracts funding tax qualified retirement plans, including 403(b) plans and
457(b) plans. For this purpose additional annuity contract benefits may include
enhanced death benefits. If you take annual withdrawals instead of receiving
annuity payments, this could increase the amount required to be distributed
from these contracts.

LIFETIME REQUIRED MINIMUM DISTRIBUTIONS -- WHEN YOU HAVE TO TAKE THE FIRST
REQUIRED MINIMUM DISTRIBUTION

Generally, 403(b) plan and 457(b) EDC plan participants must take the first
required minimum distribution for the calendar year in which the participant
turns age 70 1/2. However, 403(b) plan and 457(b) EDC plan participants may be
able to delay the start of required minimum distributions for all or part of
the account balance until after age 70 1/2, as follows:

..   For 403(b) plan and 457(b) EDC plan participants who have not retired from
    service with the employer who provided the funds for this TSA or EDC
    contract by the calendar year the participant turns age 70 1/2, the
    required beginning date for minimum distributions is extended to April 1st
    following the calendar year of retirement.

..   403(b) plan participants may also delay the start of required minimum
    distributions to age 75 of the portion of their account value attributable
    to their December 31, 1986 TSA account balance, even if retired at age
    70 1/2.

The first required minimum distribution is for the calendar year in which you
turn age 70 1/2, or the year you retire, if you are eligible for the delayed
start rule. You have the choice to take this first required minimum
distribution during the calendar year you turn 70 1/2 or retire or to delay
taking it until the first three-month period in the next calendar year (January
1 - April 1). 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 or retire if you are eligible for the delayed start rule.
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 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 TSA account or EDC account as of December 31st of the past
calendar year by a number corresponding to your age from an IRS table to give
you the required minimum distribution amount for that particular plan or
arrangement 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

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                                TAX INFORMATION






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 be able to later apply
your funds to a life annuity-based pay-out 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 RETIREMENT PLANS?

No, if you want, you can choose a different method for each of your retirement
plans. For example, you can choose an annuity payout from your TSA certificate,
a different annuity payout from a qualified plan, and an account-based annual
withdrawal from an IRA.

WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR CERTIFICATE 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 required
minimum distribution (RMD) automatic withdrawal option. Otherwise, you will be
responsible each year for asking us to pay the required minimum distribution
withdrawal to you.


Also, if you are taking account-based withdrawals from all of your 403(b) TSA
contracts, the IRS will let you calculate the required minimum distribution for
each TSA that you maintain, using the method that you picked for that
particular 403(b) funding vehicle. You can add these required minimum
distribution amount calculations together. As long as the total amount you take
out every year satisfies your overall 403(b) plan required minimum distribution
amount, you may choose to take your annual required minimum distribution from
any one or more TSA contracts or custodial accounts that you own.


WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR?

The required minimum distribution amount for each of your plans and
arrangements 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 or TSAs to the amounts you have to
take from your traditional IRAs and vice-versa.

WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR?

Your plan or arrangement could be disqualified, and you could have to pay tax
on the entire value. Even if your plan or arrangement is not disqualified, you
could have to pay a 50% penalty tax on the shortfall (required amount 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 this is a TSA and you do not select a method with us, we will assume you are
taking your required minimum distribution from another TSA contract or
custodial account that you own. Note that in the case of an EDC plan the
distribution must be taken annually from the EDC contract.

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 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 or the participant'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 for a year
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.

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. Rollovers to another eligible retirement plan, including a
traditional IRA, may be available to a surviving spouse death beneficiary.

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 the 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 PARTICIPANT 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 PARTICIPANT.

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 PARTICIPANT 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 PARTICIPANT.

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ERISA MATTERS

ERISA rules are designed to save and protect qualified retirement plan assets
to be paid to plan participants when they retire.

Some TSAs may be subject to Title I of ERISA, generally dependent on the level
of employer involvement, for example, if the employer makes matching
contributions.

In addition, certain loan rules apply only to loans under ERISA plans:

..   For contracts which are subject to ERISA, the trustee or sponsoring
    employer is responsible for ensuring that any loan meets applicable DOL
    requirements. It is the responsibility of the plan administrator, the
    trustee of the qualified plan and/or the employer, and not AXA Equitable,
    to properly administer any loan made to plan participants.

..   With respect to specific loans made by the plan to a plan participant, the
    plan administrator determines the interest rate, the maximum term
    consistent with EQUI-VEST(R) Strategies processing and all other terms and
    conditions of the loan.

..   Only 50% of the participant's vested account balance may serve as security
    for a loan. To the extent that a participant borrows an amount which should
    be secured by more than 50% of the participant's vested account balance, it
    is the responsibility of the trustee or plan administrator to obtain the
    additional security.

..   Each new or renewed loan must bear a reasonable rate of interest
    commensurate with the interest rates charged by persons in the business of
    lending money for loans that would be made under similar circumstances.

..   Loans must be available to all plan participants, former participants (or
    death beneficiaries of participants) who still have account balances under
    the plan, and alternate payees on a reasonably equivalent basis.

..   Plans subject to ERISA provide that the participant's spouse must consent
    in writing to the loan.

CERTAIN RULES APPLICABLE TO PLANS DESIGNED TO COMPLY WITH SECTION 404(C) OF
ERISA

Section 404(c) of ERISA, and the related DOL regulation, provide that if a plan
participant or beneficiary exercises control over the assets in his or her plan
account, plan fiduciaries will not be liable for any loss that is the direct
and necessary result of the plan participant's or beneficiary's exercise of
control. As a result, if the plan complies with Section 404(c) and the DOL
regulation thereunder, the plan participant can make and is responsible for the
results of his or her own investment decisions.

Section 404(c) plans must provide, among other things, that a broad range of
investment choices are available to plan participants and beneficiaries and
must provide such plan participants and beneficiaries with enough information
to make informed investment decisions. Compliance with the Section 404(c)
regulation is completely voluntary by the plan sponsor and the plan sponsor may
choose not to comply with Section 404(c).

The EQUI-VEST(R) Strategies TSA contracts provide the broad range of investment
choices and information needed in order to meet the requirements of the
Section 404(c) regulation. If the plan is intended to be a Section 404(c) plan,
it is, however, the plan sponsor's responsibility to see that the requirements
of the DOL regulation are met. AXA Equitable and its financial professionals
shall not be responsible if a plan fails to meet the requirements of
Section 404(c).

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

We must withhold federal income tax from distributions from annuity contracts.
Distributions from employer-sponsored retirement plans are also subject to
income tax withholding. 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 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.

We might have to withhold and/or report on amounts we pay under a free look or
cancellation.

Special withholding rules apply to United States citizens residing outside of
the United States, foreign recipients, and certain U.S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status and number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

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FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)
WHICH ARE NOT ELIGIBLE ROLLOVER DISTRIBUTIONS

For a non-periodic distribution (total surrender or partial withdrawal) which
is not an eligible rollover distribution, we generally withhold at a flat 10%
rate.

You cannot elect out of withholding if the payment is an "eligible rollover
distribution."

MANDATORY WITHHOLDING FROM ELIGIBLE ROLLOVER DISTRIBUTIONS

Unless the distribution is directly rolled over to another eligible retirement
plan, eligible rollover distributions from governmental employer 457(b) EDC
plans and TSAs are subject to mandatory 20% withholding. See "Distributions
from TSAs" and "Tax Treatment of Distributions" under "Public employee deferred
compensation plans (EDC Plans)" earlier in this prospectus. The plan
administrator is responsible for withholding from governmental employer 457(b)
EDC plan distributions.

All distributions from a TSA, governmental employer 457(b) EDC plan or
qualified plan are eligible rollover distributions unless they are on the
following list of exceptions:

..   any distributions which 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 the life
    (or life expectancy) or the joint lives (or joint life expectancies of the
    plan participant (and 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

..   a death benefit payment to a beneficiary who is not the plan participant
    surviving spouse; or

..   a qualified domestic relations order distribution to a beneficiary who is
    not the plan participant current spouse or former spouse.

A death benefit payment to the plan participant surviving spouse, or a
qualified domestic relations order distribution to the plan participant current
or former spouse, may be a distribution subject to mandatory 20% withholding.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.

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8. More information

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ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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 A 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
A that represent our investments in Separate Account A or that represent fees
and charges under the contracts that we have earned. The results of Separate
Account A's operations are accounted for without regard to AXA Equitable's
other operations. The amount of some of our obligations under the contracts and
certificates is based on the assets in Separate Account A. However, the
obligations themselves are obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A 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 A, 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 A 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 A or a
   variable investment option directly);

(5)to deregister Separate Account A under the Investment Company Act of 1940;

(6)to restrict or eliminate any voting rights as to Separate Account A;

(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 close a variable investment option to new contributions or transfers; and

(9)to limit the number of variable investment options which you may elect.

If the exercise of these rights results in a material change in the underlying
investment of the Separate Account, 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 Board of Trustees of each Trust serves for the benefit of each Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for each Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan 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.

The rates to maturity are determined weekly. The rates in the table are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained through TOPS or Online
Account Access or from your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2015            3.00%/(1)/           $99.05
-------------------------------------------------------
      2016            3.00%/(1)/           $96.16
-------------------------------------------------------
      2017            3.00%/(1)/           $93.36
-------------------------------------------------------
      2018            3.00%/(1)/           $90.64
-------------------------------------------------------
      2019            3.00%/(1)/           $88.00
-------------------------------------------------------



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-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2020            3.00%/(1)/           $85.43
-------------------------------------------------------
      2021            3.00%/(1)/           $82.94
-------------------------------------------------------
      2022            3.00%/(1)/           $80.52
-------------------------------------------------------
      2023            3.00%/(1)/           $78.18
-------------------------------------------------------
      2024              3.05%              $75.55
-------------------------------------------------------




(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 (up or
down) 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.

   (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 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.
--------------------------------------------------------------------------------

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 II later in 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 in accordance with our procedures then in effect. We reserve the
right to add up to 0.50% 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 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 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

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

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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.

DATES AND PRICES AT WHICH CERTIFICATE EVENTS OCCUR

We describe below the general rules for when, and at what prices, events under
your certificate 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 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 PM, ET on a business day; or

   -- after an early close of regular trading on the NYSE on a business day.

..   When a charge is to be deducted on a participation date anniversary that is
    a non-business day, we will deduct the charge on the next business day.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

CONTRIBUTIONS, TRANSFERS, WITHDRAWALS AND SURRENDERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   Contributions allocated to the guaranteed interest option will receive the
    guaranteed interest rate in effect on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 the guaranteed interest option will receive the guaranteed
    interest rate in effect on that business day.

..   Transfers to a fixed maturity option will receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For the fixed-dollar option, the first monthly transfer will occur on the
    last business day of the month in which we receive your election form at
    our processing office.

..   For the interest sweep, 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.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

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 auditors selected for each Trust; or

..   any other matters described in each prospectus for the Trusts or requiring
    a shareholders' vote under the Investment Company Act of 1940.

We will give participants the opportunity to instruct us how to vote the number
of shares attributable to their certificates if a shareholder vote is taken. If
we do not receive instructions in time from all participants, 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

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any shares that we are entitled to vote directly because of amounts we have in
a portfolio in the same proportions that participants vote. One effect of
proportional voting is that a small number of participants 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 participants arising out of these
arrangements. However, the Board of Trustees or Directors of each Trust intend
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 participants, we
will see to it that appropriate action is taken to do so.

SEPARATE ACCOUNT A VOTING RIGHTS

If actions relating to Separate Account A require participant approval,
participants will be entitled to one vote for each unit they have in the
variable investment options. Each participant 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 participants.

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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among other things, the theft,
misuse, corruption and destruction of data maintained online or digitally,
denial of service attacks on websites and other operational disruption and
unauthorized release of confidential customer information. Cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your Contract Value. For instance, cyber-attacks may
interfere with our processing of contract transactions, including the
processing of orders from our website or with the underlying funds, impact our
ability to calculate AUVs, cause the release and possible destruction of
confidential customer or business information, impede order processing, subject
us and/or our service providers and intermediaries to regulatory fines and
financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your Contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your Contract due to cyber-attacks or information
security breaches in the future.


STATUTORY COMPLIANCE

We have the right to change the terms of the contract and any certificate
thereunder 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 the contract and any certificate thereunder 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 participant's interest in Separate Account A, nor would any of these
proceedings be likely to have a material adverse effect upon Separate Account
A, our ability to meet our obligations under the certificates, or the
distribution of the certificates.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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
our processing office or calling 1-800-628-6673.

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

The owner may not assign a contract or certificate for any purpose.

You cannot assign a certificate as security for a loan or other obligation.
Loans from account value, however, are permitted unless restricted by the
employer.

FUNDING CHANGES

The employer or trustee can change the funding vehicle for the plan.

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 A. 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.

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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 16.0% 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 0.70% 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.

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 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 Distributors' Selling broker-dealers. Asset-based compensation is
paid based on the aggregate account value of contracts sold through certain of
AXA Distributors' Selling broker-dealers. Contribution-based compensation will
generally not exceed 12.0% 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 0.35% 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

                                      74

                               MORE INFORMATION






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. 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.


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, 2014) received additional payments. These additional payments
ranged from $40.15 to $4,874,706.21. 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, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Essex National Securities, Inc.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Southeast Investor Services
First Tennessee Brokerage Inc.
Founders Financial Securities
FSC Securities Corporation
Geneos Wealth Management Inc.
GWN Securities, Inc.
H.D. Vest Investment Securities, Inc.
Harbour Investments
ICA/First Dakota, Inc.
IFC Holdings, Inc.
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
James T. Borello & Company
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp.
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities, LLC
Merrill Lynch Life Agency, Inc.
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual Service Corporation
National Planning Corporation
Navy Federal Brokerage Services
New England Securities, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Prime Capital Services
Primerica Financial Services


                                      75

                               MORE INFORMATION







Questar Capital Corporation
Raymond James & Associates
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Royal Alliance Associates, Inc.
Sage Point Financial, Inc.
Santander Securities Corporation
Securities America Inc.
Signator Financial Services
Signator Investors, Inc.
SII Investments
Sorrento Pacific Financial LLC
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
Tavenner Group
Tower Squares Securities
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
UVEST Financial Services Group
Valmark Securities, Inc.
Voya Financial Advisors
Walnut Street Services
Waterstone Financial Group
Wells Fargo Advisors Financial Network, LLC
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC
Wesom Financial Services, LLC
Woodbury Financial Services, Inc.




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                               MORE INFORMATION





9. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2014 (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.com.

                                      77

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE






Appendix I: Condensed financial information

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

The following tables show the accumulation unit values and the number of
outstanding units for each variable investment option at the last business day
of the periods shown. The unit values and number of units outstanding are for
contracts offered under Separate Account A with the same daily asset charge of
1.20% and 0.50%. The unit values and number of units outstanding for contracts
offered under Separate Account A with daily asset charges of 0.90% and 0.70%
are available in the Statement of Additional Information. To request a copy of
the Statement of Additional Information, please contact our Processing Office.
At the date of this Prospectus, unit values and number of units outstanding for
contracts offered under Separate Account A with an asset based charge of 0.25%
did not exist. The information presented is shown for the past ten years, or
from the first year the particular contracts were offered if less than ten
years ago.

THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.64 $108.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       3      25
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.51 $118.72 $113.20 $125.25 $141.22 $142.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       3      18      52      96     137     169
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.12 $105.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       9
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.31 $100.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      34
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.03 $ 96.15 $110.64 $143.94 $154.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5      11      12      15      17
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.13 $ 98.08 $111.26 $143.93 $160.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       7      16      21      27      34
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.88 $ 92.69 $105.72 $143.50 $147.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2       5       7       8       9
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.76 $149.99 $157.32 $ 94.51 $118.85 $132.78 $121.35 $136.88 $170.99 $176.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      83     150     183     240     367     480     574     676     774
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.35 $116.06 $119.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       3      16      31
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.35 $113.87 $119.03 $104.64 $113.55 $120.34 $121.15 $125.18 $129.04 $130.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        42      55     100     129     137     165     181     205     211     215
------------------------------------------------------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.73 $112.17 $115.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       9      19
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.14 $121.57 $126.70 $100.86 $114.02 $122.87 $120.54 $127.87 $139.27 $141.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        44      80     145     141     173     238     290     364     422     465
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.41 $104.59 $106.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2      11       8
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $200.85 $271.98 $381.60 $160.80 $238.40 $262.52 $227.43 $262.85 $312.57 $314.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       144     181     196     162     167     176     165     165     162     158
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.69 $136.30 $155.16 $ 84.53 $113.03 $121.97 $100.10 $115.03 $133.56 $123.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        97     121     116     128     167     224     233     234     249     301
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.17 $ 86.39 $ 99.52 $119.08 $110.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      12      17      24      30
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.34 $156.89 $170.79 $ 96.19 $123.78 $129.72 $107.44 $124.70 $147.01 $134.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       197     231     237     198     175     164     143     127     117     111
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 93.39 $104.21 $106.95 $ 66.14 $ 82.67 $ 93.27 $ 88.25 $100.25 $130.30 $143.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        31      28      26      26      22      25      23      21      19      33
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.23 $ 98.21 $112.19 $ 68.46 $ 91.21 $103.14 $ 98.18 $110.32 $147.58 $161.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       215     178     167     153     147     145     156     148     142     302
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $120.01 $143.93 $135.87 $ 76.51 $ 91.17 $101.70 $ 95.66 $109.50 $143.31 $158.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       396     471      42      64      78      77      70      62      50      47
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.42 $140.50 $136.59 $ 81.55 $109.46 $132.44 $118.52 $138.90 $182.63 $200.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       377     382     349     268     368     333     282     247     226     208
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $165.24 $180.56 $190.05 $142.17 $164.76 $179.37 $173.41 $186.40 $208.32 $212.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      27      54      62      73      71      71      67      56
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.96 $120.06 $124.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      12      39      91
------------------------------------------------------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.60 $142.10 $149.35 $100.67 $121.30 $133.69 $125.54 $138.32 $163.71 $167.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     290     487     554     652     867   1,047   1,184   1,339   1,476
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.34 $105.20 $ 70.88 $ 91.41 $100.52 $ 99.40 $109.23 $123.64 $129.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      22     149     134     120     113      87      78      80      89
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.27 $ 97.73 $ 64.30 $ 81.46 $100.02 $ 89.35 $103.13 $139.28 $140.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2      10      15      15      17      15      16      17      16
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.25 $ 59.39 $ 75.38 $ 82.21 $ 77.62 $ 87.98 $107.16 $111.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      69      87      86      85      91      93      94     120
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.03 $116.29 $138.79 $ 92.02 $117.96 $126.12 $128.19 $142.58 $179.29 $190.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       5      11      33      40      47      37      34      29      25
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.15 $107.60 $ 65.81 $ 81.35 $ 89.97 $ 84.93 $ 95.83 $122.40 $132.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      73      71      61      51      41      36      31      27
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.73 $108.55 $ 63.47 $ 81.54 $ 87.00 $ 78.82 $ 92.93 $116.56 $116.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      54      43      51      65      75      87      99     112
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.10 $134.04 $136.92 $ 80.78 $ 87.51 $ 92.20 $ 95.71 $ 99.60 $ 97.55 $ 98.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2     154     139     144     134     138     137     137
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.73 $132.55 $135.77 $ 77.65 $103.21 $130.17 $108.44 $119.32 $174.21 $167.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        26      50      72      59      50      42      35      30      28      22
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $183.41 $210.41 $187.41 $115.05 $143.69 $176.76 $158.90 $183.31 $258.49 $242.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       120     127     112      94      85      70      57      48      42      35
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.29 $118.56 $122.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      18      48
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $174.78 $188.69 $218.08 $119.54 $160.64 $212.01 $208.64 $238.25 $325.25 $332.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3       7       9      11      12      14      14      13
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $157.16 $187.75 $187.68 $117.63 $151.42 $167.98 $160.81 $180.54 $245.68 $266.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       294     276     266     237     251     300     349     394     457     530
------------------------------------------------------------------------------------------------------------------------



                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.23 $128.59 $131.73 $ 88.11 $ 97.11 $111.01 $109.25 $127.07 $165.42 $177.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        50      67      72      68      68      74      80      97     120     127
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.90 $ 91.39 $101.24 $ 54.79 $ 70.85 $ 78.76 $ 78.03 $ 90.00 $119.44 $134.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8       9      12      12      15      21      39      37      46      56
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $120.15 $133.03 $133.60 $ 79.64 $103.44 $118.34 $121.60 $141.05 $183.63 $200.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       147     143     370     316     277     243     210     184     166     150
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $171.66 $188.20 $192.89 $107.37 $136.48 $156.63 $155.96 $178.12 $233.12 $258.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      17      29      31      35      33      31      27      26
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.71 $116.91 $119.09 $107.14 $108.70 $113.61 $117.63 $119.89 $116.56 $117.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       130     144     159     122     139     130     120     121     134     158
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.51 $ 90.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       3      10
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.80 $187.87 $195.29 $121.23 $151.14 $171.22 $172.16 $196.00 $254.67 $284.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2      16      35      45      54      59      59      59      59
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.14 $116.57 $119.10 $101.40 $116.85 $126.55 $126.72 $131.77 $144.49 $145.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5      12      21      18      17      19      17      15      11       9
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.74 $137.07 $148.00 $101.39 $141.70 $185.71 $177.07 $206.17 $283.37 $288.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        62      80     128     143     181     264     338     427     528     636
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.53 $ 99.66 $107.62 $113.22 $114.06 $119.80 $123.57 $126.63 $121.97 $121.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      14      37      73      76     101     105      99      93      91
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.38 $102.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      15
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.78 $143.80 $152.20 $156.16 $151.16 $156.03 $162.73 $162.35 $157.77 $158.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       2       2       2       2       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.98 $160.24 $177.32 $ 86.55 $108.95 $113.54 $ 98.74 $113.42 $136.12 $125.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      16      24      31      32      28      25      22      18
------------------------------------------------------------------------------------------------------------------------



                                      I-4

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.39 $119.54 $115.14 $ 71.73 $ 91.00 $103.59 $100.32 $117.37 $156.59 $168.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      23      32      24      24      27      22      16      19     141
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.33 $127.65 $124.59 $ 74.13 $ 96.91 $107.54 $100.69 $115.45 $154.88 $175.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        39      39      38      31      26      29      29      27      33      38
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 70.99 $ 69.76 $ 78.56 $ 49.46 $ 66.57 $ 76.26 $ 77.12 $ 87.41 $114.42 $126.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       281     249     223     194     188     179     176     181     204     241
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.44 $112.35 $104.42 $ 44.66 $ 52.58 $ 59.54 $ 58.64 $ 67.55 $ 87.81 $ 97.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      41      49      27      28      30      69      75      91     122
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.10 $142.89 $164.04 $ 96.79 $131.24 $149.04 $131.48 $155.48 $174.58 $163.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3      14      40      40      42      49      57      71      98     129
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.83 $129.84 $138.57 $ 69.43 $ 93.48 $116.13 $111.98 $129.53 $169.67 $182.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --     494     531     504     465     434     389     364     369     392
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.12 $127.45 $132.18 $133.68 $132.46 $131.00 $129.43 $127.87 $126.34 $124.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        68      --       1       2       1       1       2       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.86 $133.70 $161.70 $ 84.15 $130.59 $170.69 $155.66 $167.26 $228.94 $224.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      12      34      47      85     149     218     283     318     362
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.99 $115.91 $ 67.86 $ 92.93 $105.76 $ 95.49 $113.56 $141.74 $142.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      17      29      36      52      94     110     149     192
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.81 $ 96.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       6      23
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.44 $ 98.64 $108.63 $102.98 $109.89 $109.49 $107.97 $108.26 $107.05 $105.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        35      56      73     145     198     180     156     152     155     163
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $149.02 $153.26 $158.68 $146.86 $135.29 $142.01 $142.03 $144.05 $139.07 $141.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1     123     108      95      88      80      77
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.93 $163.91 $158.96 $103.45 $128.91 $160.25 $152.00 $173.52 $235.64 $244.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       133     167     193     185     195     188     176     166     163     162
------------------------------------------------------------------------------------------------------------------------



                                      I-5

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





-------------------------------------------------------------------------------------------------------------------------
                                                                 FOR THE YEARS ENDING DECEMBER 31,
                                           ------------------------------------------------------------------------------
                                            2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-------------------------------------------------------------------------------------------------------------------------
                                                                                    
-------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
-------------------------------------------------------------------------------------------------------------------------
   Unit value                              $114.31 $108.40 $114.84 $65.57 $ 92.41 $106.26 $102.95 $120.97 $164.85 $176.94
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          26      30     152    155     200     266     324     402     492     590
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
-------------------------------------------------------------------------------------------------------------------------
   Unit value                              $117.68 $132.73 $132.66 $78.60 $102.84 $114.89 $110.31 $123.01 $164.72 $186.25
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          21      46      65     64      57      52      40      28      25      24
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
-------------------------------------------------------------------------------------------------------------------------
   Unit value                              $ 84.92 $ 88.82 $ 97.69 $69.88 $ 96.86 $112.25 $104.39 $124.21 $170.67 $175.03
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          44      38      41     47      60      85     117     120     120     107
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      -- $105.87 $101.69 $116.69 $150.97 $166.54
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      46     196     359     506     647
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      --      -- $ 86.10 $100.54 $131.67 $147.38
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      --      --       1       1       1
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      -- $109.26 $100.69 $127.18 $128.72 $145.42
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --       1       2       4       7       8
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      --      -- $ 95.08 $109.87 $115.89 $116.31
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      --       5      28      51      71
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      --      -- $ 86.88 $ 98.92 $116.03 $114.74
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      --       1       2       4       7
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      -- $104.26 $ 96.31 $105.26 $133.60 $137.50
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --       4      14      18      22      28
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      -- $108.58 $106.22 $119.27 $161.54 $162.93
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --       2       7      10      14      16
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      -- $113.52 $101.98 $102.14 $128.92 $113.92
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      10      31      49      67     101
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      -- $106.27 $110.52 $129.55 $141.43 $142.39
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      10      62     152     252     350
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
-------------------------------------------------------------------------------------------------------------------------
   Unit value                                   --      --      --     --      --      -- $ 89.76 $100.71 $129.29 $137.79
-------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)          --      --      --     --      --      --      10      61     127     178
-------------------------------------------------------------------------------------------------------------------------



                                      I-6

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 79.17 $ 82.26 $116.51 $116.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.45 $ 91.87 $110.79 $108.09 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      29     123     228     342     468
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.97 $102.84 $117.79 $148.53 $148.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      15      75     138     248     386
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $118.95 $117.96 $135.98 $174.73 $191.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       7      16      22      25
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $101.87 $ 98.22 $115.31 $150.09 $164.17
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       8      15      19      27      30
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.10 $118.91 $134.23 $178.67 $194.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       4      19      34      46      61
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.84 $116.64 $130.46 $154.96 $172.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5      41      81     117     159
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 91.83 $ 95.60 $105.47 $ 55.70 $ 75.73 $ 88.22 $ 81.89 $ 92.40 $125.25 $136.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2       5      20      23      21      18      15      13
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.04 $115.90 $121.67 $123.17 $131.81 $138.31 $144.59 $150.67 $145.36 $149.00
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       121     111     108      95      97     127     110     154     182     189
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.69 $110.13 $121.76 $ 67.87 $ 95.07 $119.18 $108.47 $123.72 $171.33 $177.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     116     107      96      92      79      64      52      44      38
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.75 $140.28 $138.72 $ 87.76 $125.17 $154.48 $132.28 $150.05 $201.01 $209.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        89      85      82      69      66      62      49      41      37      30
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.73 $106.79 $124.72 $ 65.21 $102.08 $118.71 $111.64 $125.11 $167.60 $188.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       128     124     126     121     131     140     131     123     117     116
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.37 $114.81 $ 78.86 $ 93.74 $102.55 $ 98.46 $107.85 $121.54 $123.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5      11      13      18      22      24      25      30
------------------------------------------------------------------------------------------------------------------------



                                      I-7

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW, AS OF
DECEMBER 31, 2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE
SAME DAILY ASSET CHARGE OF 1.20%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------
                                                             FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010    2011   2012    2013    2014
------------------------------------------------------------------------------------------------------------------
                                                                             
------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $109.32 $115.96 $74.45 $90.62 $100.22 $95.16 $106.09 $124.84 $128.32
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        2      15     24     33      39     50      62      72      89
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.21 $116.92 $71.58 $88.79 $ 98.89 $93.17 $105.04 $126.88 $130.98
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        1       7     14     22      32     45      58      75      94
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.99 $118.22 $68.52 $86.50 $ 96.81 $90.36 $103.05 $127.49 $131.98
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       5      9     12      19     32      47      65      87
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
------------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --      -- $83.02 $ 84.57 $ 92.15 $ 73.43
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --      --     17      38      49      65
------------------------------------------------------------------------------------------------------------------



                                      I-8

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $108.13 $110.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.73 $119.82 $115.06 $128.21 $145.58 $148.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.60 $106.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.75 $101.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       6
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.56 $ 97.31 $112.76 $147.75 $159.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.64 $ 99.26 $113.40 $147.73 $165.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.39 $ 93.80 $107.75 $147.29 $152.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.82 $153.46 $162.11 $ 98.08 $124.22 $139.76 $128.63 $146.13 $183.82 $191.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       2       2       3       2       3
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.82 $117.41 $121.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $110.08 $116.51 $122.65 $108.60 $118.67 $126.66 $128.42 $133.63 $138.73 $141.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       4       4
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.19 $113.48 $117.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.94 $124.39 $130.56 $104.67 $119.17 $129.33 $127.77 $136.50 $149.73 $153.69
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       7      11
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.87 $105.81 $108.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                      I-9

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $178.13 $242.92 $343.25 $145.67 $217.50 $241.20 $210.44 $244.94 $293.34 $296.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.18 $127.17 $145.80 $ 80.00 $107.72 $117.07 $ 96.76 $111.98 $130.94 $122.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.68 $ 87.43 $101.43 $122.23 $113.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.30 $132.94 $145.75 $ 82.67 $107.14 $113.07 $ 94.32 $110.24 $130.89 $120.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 91.93 $103.30 $106.78 $ 66.51 $ 83.72 $ 95.11 $ 90.63 $103.69 $135.72 $150.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 56.29 $ 60.37 $ 69.45 $ 42.68 $ 57.27 $ 65.22 $ 62.52 $ 70.75 $ 95.31 $105.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1      --      --       3
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.28 $163.40 $155.34 $ 88.09 $105.72 $118.77 $112.50 $129.69 $170.94 $190.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.04 $183.59 $179.75 $108.09 $146.11 $178.03 $160.44 $189.37 $250.75 $276.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       2       1       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $103.11 $109.30 $ 82.34 $ 96.11 $105.37 $102.59 $111.06 $125.00 $128.14
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.44 $121.46 $126.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.61 $145.39 $153.90 $104.47 $126.77 $140.71 $133.07 $147.66 $176.00 $181.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       3       5       5       6       6       7       6
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.56 $106.18 $ 72.05 $ 93.57 $103.63 $103.19 $114.20 $130.20 $137.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       4       7       9
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.50 $ 98.64 $ 65.36 $ 83.39 $103.11 $ 92.77 $107.84 $146.66 $149.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       5       5
------------------------------------------------------------------------------------------------------------------------



                                     I-10

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.67 $ 60.08 $ 76.79 $ 84.35 $ 80.20 $ 91.54 $112.30 $117.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       4       9      10
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.97 $118.12 $141.99 $ 94.81 $122.39 $131.79 $134.90 $151.11 $191.36 $205.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.38 $108.61 $ 66.89 $ 83.28 $ 92.75 $ 88.18 $100.20 $128.88 $140.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.79 $109.56 $ 64.51 $ 83.47 $ 89.69 $ 81.83 $ 97.17 $122.73 $123.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $102.63 $105.59 $ 80.57 $ 88.11 $ 93.72 $ 98.22 $102.94 $101.39 $103.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.78 $134.64 $138.89 $ 80.00 $107.09 $136.02 $114.12 $126.46 $185.94 $180.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $180.45 $208.48 $187.01 $115.62 $145.43 $180.17 $163.11 $189.51 $269.12 $254.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.76 $119.94 $125.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $103.84 $120.87 $ 66.73 $ 90.30 $120.02 $118.95 $136.80 $188.08 $193.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.65 $157.18 $158.23 $ 99.88 $129.48 $144.66 $139.47 $157.69 $216.10 $235.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       3       7
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.20 $130.62 $134.77 $ 90.78 $100.76 $116.00 $114.96 $134.67 $176.55 $190.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       2       6      12
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 81.24 $ 85.06 $ 94.90 $ 51.72 $ 67.36 $ 75.42 $ 75.24 $ 87.40 $116.81 $132.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.49 $125.42 $126.86 $ 76.16 $ 99.62 $114.78 $118.78 $138.75 $181.92 $200.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-11

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.17 $107.52 $ 60.28 $ 77.16 $ 89.18 $ 89.43 $102.86 $135.57 $151.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2       1       1       1       1      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.03 $121.18 $124.31 $112.63 $115.08 $121.12 $126.30 $129.64 $126.94 $129.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       4       5
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.95 $ 91.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $103.22 $108.06 $ 67.56 $ 84.82 $ 96.77 $ 97.99 $112.35 $147.01 $165.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.64 $117.94 $121.36 $104.07 $120.76 $131.72 $132.83 $139.10 $153.61 $155.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.75 $139.23 $151.41 $104.46 $147.03 $194.05 $186.34 $218.50 $302.44 $310.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       2       3       4
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.69 $100.53 $109.34 $115.84 $117.53 $124.32 $129.14 $133.27 $129.27 $129.77
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       3
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.84 $103.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $100.44 $107.06 $110.63 $107.84 $112.11 $117.75 $118.30 $115.78 $116.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $105.97 $118.10 $ 58.05 $ 73.60 $ 77.24 $ 67.65 $ 78.26 $ 94.59 $ 87.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.88 $120.95 $117.33 $ 73.61 $ 94.05 $107.82 $105.15 $123.90 $166.47 $180.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       3
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.39 $134.61 $132.31 $ 79.29 $104.38 $116.66 $110.00 $127.02 $171.61 $195.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 66.85 $ 66.16 $ 75.03 $ 47.58 $ 64.48 $ 74.39 $ 75.76 $ 86.48 $114.01 $127.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1      --      --       1
------------------------------------------------------------------------------------------------------------------------



                                     I-12

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.62 $113.34 $106.08 $ 45.70 $ 54.18 $ 61.79 $ 61.28 $ 71.09 $ 93.08 $104.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.64 $144.57 $167.16 $ 99.33 $135.64 $155.13 $137.81 $164.13 $185.60 $175.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.23 $138.97 $149.37 $ 75.38 $102.20 $127.87 $124.17 $144.65 $190.81 $206.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $100.76 $105.25 $107.20 $106.97 $106.54 $106.01 $105.48 $104.95 $104.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.44 $135.28 $164.77 $ 86.36 $134.96 $177.66 $163.17 $176.56 $243.39 $240.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       2       1       1      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.23 $116.99 $ 68.98 $ 95.14 $109.04 $ 99.14 $118.74 $149.26 $151.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 91.23 $ 97.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2       8
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.91 $ 99.80 $110.69 $105.68 $113.57 $113.96 $113.17 $114.29 $113.81 $113.14
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       3
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $100.81 $105.12 $ 97.98 $103.61 $109.76 $110.81 $113.19 $110.05 $112.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $145.04 $169.88 $165.93 $108.75 $136.48 $170.86 $163.21 $187.63 $256.62 $267.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.29 $110.11 $117.48 $ 67.56 $ 95.88 $111.04 $108.34 $128.20 $175.94 $190.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.70 $134.82 $135.71 $ 80.98 $106.71 $120.05 $116.08 $130.37 $175.81 $200.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 85.83 $ 90.42 $100.16 $ 72.15 $100.72 $117.54 $110.09 $131.92 $182.55 $188.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-13

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%. (CONTINUED)





---------------------------------------------------------------------------------------------------------
                                                        FOR THE YEARS ENDING DECEMBER 31,
                                         ----------------------------------------------------------------
                                         2005 2006 2007 2008 2009  2010    2011    2012    2013    2014
---------------------------------------------------------------------------------------------------------
                                                                    
---------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.39 $102.91 $118.93 $154.96 $172.15
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --       1      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 86.49 $101.71 $134.15 $151.21
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $109.52 $101.64 $129.29 $131.78 $149.93
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 95.50 $111.14 $118.07 $119.34
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --       1       2       3
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 87.27 $100.08 $118.21 $117.73
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $104.77 $ 97.47 $107.28 $137.13 $142.13
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $109.11 $107.50 $121.56 $165.81 $168.42
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $114.08 $103.21 $104.10 $132.33 $117.77
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --       1       2       4
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.52 $111.56 $131.69 $144.79 $146.81
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --       1       4       8
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 90.17 $101.88 $131.72 $141.38
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --       1       1
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 79.53 $ 83.22 $118.70 $119.99
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $113.71 $ 92.74 $112.62 $110.67 $105.01
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --       1       6      14
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.49 $104.07 $120.05 $152.45 $153.41
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --       2       8      14
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $119.23 $119.07 $138.24 $178.89 $197.77
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------



                                     I-14

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014, ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.50%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $102.37 $ 99.40 $117.53 $154.05 $169.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.37 $120.03 $136.46 $182.92 $200.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.10 $117.74 $132.63 $158.64 $177.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $105.24 $116.93 $ 62.19 $ 85.16 $ 99.90 $ 93.39 $106.13 $144.87 $159.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.28 $120.06 $126.94 $129.41 $139.47 $147.39 $155.17 $162.84 $158.21 $163.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       2
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.60 $114.09 $127.03 $ 71.31 $100.60 $127.00 $116.41 $133.71 $186.49 $194.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.30 $145.32 $144.72 $ 92.21 $132.45 $164.62 $141.96 $162.17 $218.80 $229.33
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.61 $110.62 $130.12 $ 68.52 $108.02 $126.51 $119.81 $135.22 $182.43 $206.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.60 $115.88 $ 80.16 $ 95.96 $105.72 $102.23 $112.77 $127.99 $131.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.56 $117.04 $ 75.68 $ 92.77 $103.33 $ 98.80 $110.93 $131.46 $136.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.45 $118.01 $ 72.76 $ 90.90 $101.96 $ 96.73 $109.83 $133.60 $138.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.24 $119.32 $ 69.65 $ 88.55 $ 99.81 $ 93.82 $107.75 $134.25 $139.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 83.39 $ 85.55 $ 93.89 $ 75.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------



                                     I-15

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION





Appendix II: 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 June 15, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





-----------------------------------------------------------------------------------------------------------------------
                                                                             HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                              ON JUNE 15, 2019
                                                                             ------------------------------------------
                                                                                2%                   6%
-----------------------------------------------------------------------------------------------------------------------
                                                                                            
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) Market adjusted amount/(b)/                                              $126,455             $108,409
-----------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                               $116,998             $116,998
-----------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) - (2)                                       $  9,457             $ (8,589)
-----------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)]                                                        $  3,739             $ (3,961)
-----------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 - (4)  $ 46,261             $ 53,961
-----------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) - $50,000                                     $ 76,455             $ 58,409
-----------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) - (5)                                         $ 70,738             $ 63,037
-----------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                      $ 82,762             $ 73,752
-----------------------------------------------------------------------------------------------------------------------




You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (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        =               $136,886               where j is either 2% or 6%
----------------------          -----------------------------
(1+j)/(D/365)/                   (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value        =               $136,886
----------------------          -----------------------------
(1+h)/(D/365)/                  (1+0.04)/(1,461/365)/

(d)Maturity value is based on the following calculation:

   Fixed maturity amount x (1+h)/(D/365) /= ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     II-1

                 APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix III: Death benefit example

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

If you do not elect the enhanced death benefit, the death benefit is equal to
(i) your account value (without any negative market value adjustment), or
(ii) the standard death benefit, less any outstanding loan balance (including
any accrued, but unpaid loan interest). The standard death benefit is equal to
your total contributions, adjusted for withdrawals, including any withdrawal
charges and taxes that may apply. If you elect the enhanced death benefit, the
death benefit is equal to (i) the account value (without any negative market
adjustment that would otherwise apply), or (ii) the enhanced death benefit as
of the date of your death, whichever provides the highest amount.

Please see "Death benefit" under "Contract features and benefits" earlier in
this prospectus for more detailed information.

The following illustrates the death benefit calculation. Assuming $100,000 is
allocated to the variable investment options, no additional contributions, no
transfers and no loans or withdrawals, the death benefit for a participant age
45 would be calculated as follows:



-----------------------------------------------------------------------------------
      END OF                                                     ENHANCED DEATH
PARTICIPATION YEAR   ACCOUNT VALUE/(1)/      CONTRIBUTION            BENEFIT
-----------------------------------------------------------------------------------
                                                      
         1              $105,000/(2)/          $100,000             $100,000
-----------------------------------------------------------------------------------
         2              $115,500/(2)/                               $100,000
-----------------------------------------------------------------------------------
         3              $129,360/(2)/                             $129,360/(2)/
-----------------------------------------------------------------------------------
         4                $103,488                                $129,360/(3)/
-----------------------------------------------------------------------------------
         5                $113,837                                $129,360/(3)/
-----------------------------------------------------------------------------------
         6                $127,497                                $129,360/(3)/
-----------------------------------------------------------------------------------
         7                $127,497                                $129,360/(3)/
-----------------------------------------------------------------------------------
         8              $133,872/(2)/                               $129,360
-----------------------------------------------------------------------------------
         9                $147,259                                $147,259/(4)/
-----------------------------------------------------------------------------------


The account values for participation years 1 through 9 are based on
hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%,
12.00%, 0.00%, 5.00% and 10.00%. 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.

(1)If the enhanced death benefit was not elected, the death benefit on each
   participation date anniversary would be equal to the account value, since it
   is higher than the contribution.

(2)If the enhanced death benefit was elected, at the end of participation years
   1, 2, 3 and 8, the death benefit will be equal to the account value. Also in
   participation year 3, the enhanced death benefit is increased to equal the
   account value.

(3)At the end of participation years 4, 5, 6 and 7, the death benefit would be
   equal to the enhanced death benefit since it is higher than the account
   value. Also, at the end of participation year 6, no adjustment would be made
   to the enhanced death benefit, since the enhanced death benefit is higher
   than the account value.

(4)At the end of participation year 9, the enhanced death benefit would be
   increased to the account value, since the account value on the participation
   date anniversary is higher than the current enhanced death benefit.

                                     III-1

                      APPENDIX III: DEATH BENEFIT EXAMPLE





Appendix IV: State contract availability and/or variations of certain features
and benefits

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

STATES WHERE CERTAIN EQUI-VEST(R) STRATEGIES (SERIES 900) FEATURES AND/OR
BENEFITS ARE NOT AVAILABLE OR VARY:



---------------------------------------------------------------------------------------------------------------------------------
 STATE                                 FEATURES AND BENEFITS                  CONTRACT TYPE      AVAILABILITY OR VARIATION
---------------------------------------------------------------------------------------------------------------------------------
                                                                                        
CALIFORNIA                             See "Contract features and             All contract types If you reside in the state of
                                       benefits"--"Your right to cancel                          California and you are age 60
                                       within a certain number of days"                          or older at the time the
                                                                                                 certificate is issued, you may
                                                                                                 return your certificate 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, the
                                                                                                 amount of your refund will be
                                                                                                 equal to your contribution less
                                                                                                 interest, 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 variable
                                                                                                 investment options other than
                                                                                                 the EQ/Money Market option,
                                                                                                 your refund will be equal to
                                                                                                 your account value on the date
                                                                                                 we receive your request to
                                                                                                 cancel at our processing office.
---------------------------------------------------------------------------------------------------------------------------------
FLORIDA                                See "Your right to cancel within a     All contract types If you reside in the state of
                                       certain number of days" in "Contract                      Florida, you may cancel your
                                       features and benefits"                                    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 greater of the cash sur-
                                                                                                 render value provided in the
                                                                                                 annuity contract, plus any fees
                                                                                                 or charges deducted from the
                                                                                                 contributions or imposed un-
                                                                                                 der the contract, or a refund of
                                                                                                 all contributions paid.
---------------------------------------------------------------------------------------------------------------------------------


                                     IV-1

APPENDIX IV: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS








----------------------------------------------------------------------------------------------------------------------------
 STATE               FEATURES AND BENEFITS                  CONTRACT TYPE                  AVAILABILITY OR VARIATION
----------------------------------------------------------------------------------------------------------------------------
                                                                                  

FLORIDA              See "Withdrawal charge" in "Charges    All contract types             If you are age 65 or older at
(CONTINUED)          and expenses"                                                         the time your certificate 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 participation year
                                                                                           or 10 years after a
                                                                                           contribution is made,
                                                                                           whichever is later.
----------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS        See "Withdrawal Charge" in the         All contract types             Waivers (4), (5), and (6) are
                     "Charges under the contract" section                                  not available.
                     under "Charges and expenses"
----------------------------------------------------------------------------------------------------------------------------
MISSOURI             See "Withdrawal Charge" in the         All contract types             Waiver (4) regarding total
                     "Charges under the contract" section                                  disability is not available.
                     under "Charges and expenses"
----------------------------------------------------------------------------------------------------------------------------
NEW HAMPSHIRE        See "Withdrawal Charge" in the         All contract types             Waiver (6) regarding the
                     "Charges under the contract" section                                  definition of a nursing home
                     under "Charges and expenses"                                          was changed to "(A) A PROVIDER
                                                                                           OF SKILLED NURSING CARE SERVICE",
                                                                                           while it only needs to "PROVIDE
                                                                                           CONTINUOUS ROOM AND BOARD."
----------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA         See "Loans" in "Accessing your money"  All contract types             Taking a loan in excess of
                                                                                           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.
----------------------------------------------------------------------------------------------------------------------------
TEXAS                See "Loans" in "Accessing your money"  All contract types             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.
                     See "What are your investment options  For all new and existing TSA   UNAVAILABLE VARIABLE INVESTMENT
                     under the contract" in "Contract       certificate owners (regardless OPTIONS:
                     features and benefits".                of the certificate issue date) The variable investment
                                                            who are employees of public    options that invest in
                                                            school districts and open      portfolios of unaffiliated trusts
                                                            enrollment charter schools     are not available. You may
                                                            (grades K-12), who are         allocate amounts to the
                                                            participants in the TSA plan,  variable investment options
                                                            the providers of which are     that invest in the AXA Tactical
                                                            subject to the 403(b)          Manager Portfolios.
                                                            Certification Rules of the
                                                            Teacher Retirement System of
                                                            the State of Texas, and who
                                                            enroll and contribute to the
                                                            TSA certificate through a
                                                            salary reduction agreement.
----------------------------------------------------------------------------------------------------------------------------


                                     IV-2

APPENDIX IV: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS








--------------------------------------------------------------------------------------------------------------------------------
 STATE               FEATURES AND BENEFITS                  CONTRACT TYPE                       AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------------------------------------------------
                                                                                       
TEXAS                See "Personal Income Benefit" in       For TSA certificate owners who      The Personal Income Benefit
(CONTINUED)          "Contract features and benefits"       are employees of public school      feature is not available.
                                                            districts and open enrollment
                                                            charter schools (grades K-12)
                                                            who are participants in the TSA
                                                            plan, the providers of which are
                                                            subject to the 403(b) Certification
                                                            Rules of the Teacher Retirement
                                                            System of the State of Texas, and
                                                            who enroll and contribute to the
                                                            TSA certificate through a salary
                                                            reduction agreement.
--------------------------------------------------------------------------------------------------------------------------------
VERMONT              See "Loans" in "Accessing your money"  All contract types                  Taking a loan in excess of
                                                                                                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           See "Withdrawal Charge" in the         All contract types                  Waiver (6) regarding the
                     "Charges under the contract" section                                       definition of a nursing home is
                     under "Charges and expenses"                                               deleted, and replaced with the
                                                                                                following:
                                                                                                "A nursing home for this
                                                                                                purpose means any home,
                                                                                                place, or institution which
                                                                                                operates or maintains facilities
                                                                                                providing convalescent or
                                                                                                chronic care, or both, for a
                                                                                                period in excess of twenty-four
                                                                                                consecutive hours for three or
                                                                                                more patients not related by
                                                                                                blood or marriage to the
                                                                                                operator, who by reasons of
                                                                                                illness or infirmity, are unable
                                                                                                to properly care for themselves
                                                                                                and as further defined in RCW
                                                                                                18.51.010"
--------------------------------------------------------------------------------------------------------------------------------


                                     IV-3

APPENDIX IV: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                         2

Calculation of Annuity Payments                               2

Custodian and Independent Registered Public Accounting Firm   2

Distribution of the Contracts                                 2

Calculating Unit Values                                       3

Condensed Financial Information                               4

Financial Statements                                          20


HOW TO OBTAIN AN EQUI-VEST(R) STRATEGIES (SERIES 900) STATEMENT OF ADDITIONAL
INFORMATION FOR SEPARATE ACCOUNT A

Call (800) 628-6673 or send this request form to:
  EQUI-VEST(R)
  Employer Sponsored Programs
  Processing Office
  AXA Equitable
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) Strategies (Series 900) Statement of
Additional Information dated May 1, 2015
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                                                        #792646






EQUI-VEST(R) At Retirement/SM/

A combination variable and fixed deferred annuity contract


PROSPECTUS DATED MAY 1, 2015


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. YOU SHOULD READ THE PROSPECTUSES FOR THE TRUST
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

WHAT IS EQUI-VEST(R) AT RETIREMENT/SM/?

EQUI-VEST(R) At Retirement/SM/ 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 or fixed maturity options ("investment
options"). There is no withdrawal charge under the 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 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 contract should also be read carefully.
You have the right to cancel the contract within a certain number of days after
receipt of the contract.

The contract may not be currently 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 or in all states. Please see
Appendix V 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 be available at the time you
purchase 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 after you purchase
the contract.

VARIABLE INVESTMENT OPTIONS/(1)/
BALANCED/HYBRID
--------------------------------------------------------------------------------
.. AXA Balanced Strategy
.. AXA Conservative Growth Strategy
.. AXA Conservative Strategy
--------------------------------------------------------------------------------
(1)If you purchased your contract before approximately July 20, 2009, these
   variable investment options are not available to you. Please see the current
   supplement to your prospectus, which describes the variable investment
   options that are available to you.

You may allocate amounts to any of the variable investment options. At any
time, we have the right to terminate any future contributions or to close a
variable investment option to new contributions or transfers. Each variable
investment option is a subaccount of Separate Account A. Each variable
investment option, in turn, invests in a corresponding securities portfolio of
EQ Advisors Trust (the "Trust"). 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 options, which are discussed later in this prospectus. If you elect
the Guaranteed withdrawal benefit for life, your investment options will be
limited to the guaranteed interest option and the variable investment options
listed above.

TYPES OF CONTRACTS. For existing EQUI-VEST(R) contract owners, we offer the
EQUI-VEST(R) At Retirement/SM/ contract for use as:

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

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

..   An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA")
    (contract must continue to be part of a 403(b) plan).

In order to purchase an EQUI-VEST(R) At Retirement/SM/ contract, your initial
contribution must be at least $50,000 and must come from the transfer of the
cash value of an EQUI-VEST(R) series variable annuity contract that you
currently own under which withdrawal charges no longer apply. The eligible
EQUI-VEST(R) contract types are traditional IRA (including our product
designated QP IRA), Roth IRA, NQ, TSA (contract must continue to be part of a
403(b) plan) and the same type of IRA and NQ offered in EQUI-VEST(R)
Express/SM/. The transfer of cash value will constitute a termination of that
particular EQUI-VEST(R) contract. You cannot purchase an EQUI-VEST/SM/ At
Retirement/SM/ contract if a rollover or direct transfer contribution into your
eligible EQUI-VEST(R) contract has occurred within two EQUI-VEST(R) contract
years before your purchase of an EQUI-VEST(R) At Retirement/SM/ contract.
Additionally, you must be age 55 or older (subject to maximum issue age
limitations) and, for TSA contracts, no longer employed by the employer who
provided the funds for the purchase of your EQUI-VEST(R) contract. However, the
contract must continue to be part of a 403(b) plan. We also offer direct
rollovers to IRAs for TSA contracts.

Subject to certain conditions and contribution limitations as described in the
above paragraphs, additional EQUI-VEST(R) traditional IRA contract types may be
eligible for replacement with this contract. The additional eligible
EQUI-VEST(R) contract types are:

Employer-funded traditional individual retirement annuities ("IRAs"):

..   A simplified employee pension plan ("SEP") sponsored by an employer.

..   SEPs funded by salary reduction arrangements ("SARSEPs") for plans
    established by employers before January 1, 1997.

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.

                                                    EQUI-VEST At Retirement/SM/

                                                                        #792903








..   SIMPLE IRAs funded by employee salary reduction and employer contributions.

--------------------------------------------------------------------------------
THE "CONTRACT DATE" IS THE EFFECTIVE DATE OF A CONTRACT. THIS IS THE BUSINESS
DAY WE RECEIVE THE PROPERLY COMPLETED AND SIGNED APPLICATION, ALONG WITH ANY
OTHER REQUIRED DOCUMENTS, AND YOUR INITIAL CONTRIBUTION IS TRANSFERRED FROM
YOUR EQUI-VEST(R) OR EQUI-VEST(R) EXPRESS/SM/ CONTRACT. 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.
--------------------------------------------------------------------------------


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, 2015, 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 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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?                                        6
        How to reach us                                              7
        EQUI-VEST(R) At Retirement/SM /at a glance -- key features   9

        ---------------------------------------------------------------
        FEE TABLE                                                   11
        ---------------------------------------------------------------

        Example                                                     12
        Condensed financial information                             12

        ---------------------------------------------------------------
        1. CONTRACT FEATURES AND BENEFITS                           13
        ---------------------------------------------------------------
        How you can purchase and contribute to your contract        13
        Owner and annuitant requirements                            14
        How you can make your contributions                         14
        What are your investment options under the contract?        14
        Portfolios of the Trust                                     15
        Allocating your contributions                               18
        Guaranteed minimum death benefit and Guaranteed minimum
          income benefit base                                       18
        Annuity purchase factors                                    19
        Guaranteed minimum income benefit option ("GMIB")           20
        Guaranteed minimum death benefit                            21
        Guaranteed withdrawal benefit for life ("GWBL")             22
        Guaranteed benefit offers                                   25
        Your right to cancel within a certain number of days        25

        ---------------------------------------------------------------
        2. DETERMINING YOUR CONTRACT'S VALUE                        27
        ---------------------------------------------------------------
        Your account value and cash value                           27
        Your contract's value in the variable investment options    27
        Your contract's value in the guaranteed interest option     27
        Your contract's value in the fixed maturity options         27
        Insufficient account value                                  27

        ---------------------------------------------------------------
        3. TRANSFERRING YOUR MONEY AMONG INVESTMENT
          OPTIONS                                                   28
        ---------------------------------------------------------------
        Transferring your account value                             28
        Disruptive transfer activity                                29
        Dollar cost averaging                                       30
        Our administrative procedures for calculating your Roll-Up
          benefit base following a transfer                         28


-------------
"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.

                                      3

                          CONTENTS OF THIS PROSPECTUS








                                                                   
      -------------------------------------------------------------------
      4. ACCESSING YOUR MONEY                                         31
      -------------------------------------------------------------------
      Withdrawing your account value                                  31
      How withdrawals are taken from your account value               33
      How withdrawals affect your Guaranteed minimum income
        benefit and Guaranteed minimum death benefit                  33
      How withdrawals affect your GWBL and GWBL Guaranteed
        minimum death benefit                                         33
      Withdrawals treated as surrenders                               33
      Loans under TSA contracts                                       34
      Surrendering your contract to receive its cash value            34
      When to expect payments                                         34
      Your annuity payout options                                     35

      -------------------------------------------------------------------
      5. CHARGES AND EXPENSES                                         37
      -------------------------------------------------------------------
      Charges that AXA Equitable deducts                              37
      Charges that the Trust deducts                                  38
      Group or sponsored arrangements                                 38
      Other distribution arrangements                                 39

      -------------------------------------------------------------------
      6. PAYMENT OF DEATH BENEFIT                                     40
      -------------------------------------------------------------------
      Your beneficiary and payment of benefit                         40
      Beneficiary continuation option                                 41

      -------------------------------------------------------------------
      7. TAX INFORMATION                                              44
      -------------------------------------------------------------------
      Overview                                                        44
      Buying a contract to fund a retirement arrangement              44
      Transfers among investment options                              45
      Taxation of nonqualified annuities                              45
      Individual retirement arrangements (IRAs)                       47
      Traditional individual retirement annuities (traditional IRAs)  47
      Roth individual retirement annuities (Roth IRAs)                50
      Tax-sheltered annuity contracts (TSAs)                          51
      Federal and state income tax withholding and information
        reporting                                                     55
      Impact of taxes to AXA Equitable                                55

      -------------------------------------------------------------------
      8. MORE INFORMATION                                             56
      -------------------------------------------------------------------
      About our Separate Account A                                    56
      About the Trust                                                 56
      About our fixed maturity options                                56
      About the general account                                       57
      Dates and prices at which contract events occur                 58
      About your voting rights                                        58
      Cybersecurity                                                   59
      Statutory compliance                                            59
      About legal proceedings                                         59
      Financial statements                                            59
      Transfers of ownership, collateral assignments, loans and
        borrowing                                                     59
      Distribution of the contracts                                   60




                                                                   
       ------------------------------------------------------------------
       9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE             61
       ------------------------------------------------------------------

       ------------------------------------------------------------------
       APPENDICES
       ------------------------------------------------------------------

            I   --   Condensed financial information                 I-1
           II   --   Market value adjustment example                II-1
          III   --   Enhanced death benefit example                III-1
           IV   --   Hypothetical illustrations                     IV-1
            V   --   State contract availability and/or
                       variations of certain features and
                       benefits                                      V-1

          ---------------------------------------------------------------
          STATEMENT OF ADDITIONAL INFORMATION
            Table of contents
          ---------------------------------------------------------------

                                      4

                          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                                18
            account value                                       27
            administrative charge                               37
            annual administrative charge                        37
            Annual Ratchet to age 85 enhanced death benefit     19
            annuitant                                           13
            annuitization                                       35
            annuity maturity date                               36
            annuity payout options                              35
            annuity purchase factors                            19
            beneficiary                                         40
            Beneficiary continuation option                     41
            business day                                        58
            cash value                                          27
            charges for state premium and other applicable
              taxes                                             38
            contract date                                        1
            contract date anniversary                            1
            contract year                                        1
            contributions to Roth IRAs                          50
               regular contributions                            50
               conversion contributions                         50
            contributions to traditional IRAs                   47
               regular contributions                            47
            disruptive transfer activity                        29
            distribution charge                                 37
            ERISA                                               39
            Fixed-dollar option                                 30
            fixed maturity options                              17
            free look                                           25
            general account                                     57
            guaranteed interest option                          17
            Guaranteed minimum death benefit                    21
            Guaranteed minimum death benefit/guaranteed
              minimum income benefit roll-up benefit base
              reset option                                      19
            Guaranteed minimum income benefit                   18
            Guaranteed minimum income benefit charge            38


                                                             PAGE

            Guaranteed minimum income benefit "no lapse
              guarantee"                                        27
            Guaranteed withdrawal benefit for life              27
            Guaranteed withdrawal benefit for life charge       27
            IRA                                                  1
            IRS                                                 44
            investment options                                   1
            Investment Simplifier                               30
            Lifetime minimum distribution withdrawals           32
            loans under TSA                                     34
            lump sum withdrawals                                36
            market adjusted amount                              17
            market timing                                       29
            maturity dates                                      17
            market value adjustment                             18
            maturity value                                      17
            Mortality and expense risks charge                  38
            NQ                                                   1
            Online Account Access                                7
            partial withdrawals                                 31
            portfolio                                            1
            processing office                                    1
            rate to maturity                                    17
            Roth IRA                                             1
            SAI                                                  1
            SEC                                                  2
            self-directed Allocation
            Separate Account A                                  56
            Spousal continuation                                49
            Standard death benefit                              18
            Systematic withdrawals                              31
            TOPS                                                 7
            Trusts                                              56
            traditional IRA                                      1
            TSA                                               51,1
            unit                                             27,30
            variable investment options                         14

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. Your financial professional can provide further explanation about
your contract or supplemental materials.

-----------------------------------------------------------------------------
 PROSPECTUS                            CONTRACT OR SUPPLEMENTAL MATERIALS
-----------------------------------------------------------------------------
account value                          Annuity Account Value

unit                                   Accumulation Unit

GWBL benefit base                      Guaranteed withdrawal benefit for
                                       life benefit base

GWBL Excess withdrawal                 Guaranteed withdrawal benefit for
                                       life Excess withdrawal
-----------------------------------------------------------------------------

                                      5

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      6

                             WHO IS AXA EQUITABLE?






HOW TO REACH US

You may communicate with our processing office as 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.
 FOR ALL COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED
 NOTICES) SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956
 FOR ALL COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED
 NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST/SM/ Processing Office
  100 Madison Street
  Suite 1000
  Syracuse, NY 13202
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
 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; and

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

You can also:

..   change your allocation percentages and/or transfer among the variable
    investment options and the guaranteed interest option (not available for
    transfers to fixed maturity options);

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

Under TOPS only you can:

..   elect investment simplifier.

Under Online Account Access only you can:

..   elect to receive certain contract statements electronically;

..   change your address;

..   access Frequently Asked Questions and Service Forms; and

..   obtain performance information regarding the variable investment options.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll-free (800) 755-7777. You may use
Online Account Access by visiting our website at www.axa.com and logging in to
access your account. 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).


We reserve the right to discontinue offering TOPS at any time in the future.

 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. until
7:00 p.m., and on Friday until 5:00 p.m., Eastern time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you via the TDD.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)election of dollar cost averaging programs;

(2)requests for loans under TSA contracts;

(3)election of required minimum distribution automatic withdrawal option;

(4)requests for withdrawals or contract surrenders;

(5)requests for withdrawals or surrenders of contracts with the Guaranteed
   withdrawal benefit for life ("GWBL");

                                      7

                             WHO IS AXA EQUITABLE?







(6)tax withholding elections;

(7)election of the beneficiary continuation option;

(8)exercise of the Guaranteed minimum income benefit;

(9)requests to reset your Roll-Up benefit base (for contracts that have 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);

(10)requests to opt out of or back into the annual ratchet of the Guaranteed
    withdrawal benefit for life ("GWBL") benefit base;

(11)death claims;

(12)change in ownership (NQ only);

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

(14)direct transfers;

(15) removing or changing successor owner.

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

(1)address changes;

(2)beneficiary changes; and

(3)transfers between investment options.

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

(1)systematic withdrawals; and

(2)the date annuity payments are to begin.

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

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, all must sign.

                                      8

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) At RetirementSM at a glance -- key features

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


                         
PROFESSIONAL INVESTMENT     EQUI-VEST(R) At Retirement/SM/'s variable investment
MANAGEMENT                  options invest in different portfolios sub-advised by
                            professional investment advisers.
----------------------------------------------------------------------------------------
FIXED MATURITY OPTIONS      .   Fixed maturity options 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 the amount in a
                            fixed maturity option, 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) you should be aware that
                            such contracts do not provide tax deferral benefits beyond
                            those already provided by the Internal Revenue Code for
                            tax-qualified arrangements. Before purchasing 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 contracts 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 ("GMIB") provides
INCOME BENEFIT              income protection for you during your life once you elect
                            to annuitize the contract.
----------------------------------------------------------------------------------------
GUARANTEED WITHDRAWAL       The Guaranteed withdrawal benefit for life option ("GWBL"),
BENEFIT FOR LIFE            guarantees that you can take withdrawals of up to a maximum
                            amount each contract year (your "Guaranteed annual
                            withdrawal amount") beginning at age 55. 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        .   Your initial contribution must be from the transfer of
                                the cash value of an EQUI-VEST(R) or EQUI-VEST(R)
                                Express/SM /contract that you currently own, under
                                which withdrawal charges no longer apply, to an
                                EQUI-VEST(R) At Retirement/SM /contract of the same
                                type, for example, traditional IRA to traditional IRA,
                                NQ to NQ. We also offer direct rollovers to IRAs for
                                TSA contracts.
                            .   Initial minimum: $50,000
                            ------------------------------------------------------------
                            .   There is no minimum dollar amount on additional
                                contributions but additional contributions must also be
                                a transfer of the total cash value of an EQUI-VEST(R)
                                or EQUI-VEST(R) Express/SM /contract that you currently
                                own, under which withdrawal charges no longer apply, to
                                an EQUI-VEST(R) At Retirement/SM /contract of the same
                                type, for example, traditional IRA to traditional IRA,
                                NQ to NQ.
                            .   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
                                additional 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, see "How you can purchase and contribute
                                to your contract" in "Contract features and benefits"
                                later in this prospectus.
----------------------------------------------------------------------------------------


                                      9

          EQUI-VEST(R) AT RETIREMENT/SM/ AT A GLANCE -- KEY FEATURES







                        
---------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY       .   Partial withdrawals
                           .   Several periodic withdrawal option
                           .   Loans under TSA contracts (not available for contracts
                               with GWBL)
                           .   Contract surrender
                           .   Maximum payment plan (only under contracts with GWBL)
                           .   Customized payment plan (only under contracts with GWBL)
                           You may incur income tax and a tax penalty. Certain
                           withdrawals will diminish the value of optional benefits.
---------------------------------------------------------------------------------------
PAYOUT OPTIONS             .   Fixed annuity payout options
                           .   Variable Immediate Annuity payout options (described in
                               a separate prospectus for that option)
                           .   Income Manager/SM /payout options (described in a
                               separate prospectus for that option)
---------------------------------------------------------------------------------------
ADDITIONAL FEATURES        .   Guaranteed minimum death benefit options
                           .   Dollar cost averaging
                           .   Free transfers
                           .   Spousal continuation
                           .   Beneficiary continuation option
                           .   Guaranteed minimum death benefit/Guaranteed minimum
                               income benefit roll-up benefit base reset
                           .   Guaranteed minimum income benefit no lapse guarantee
---------------------------------------------------------------------------------------
FEES AND CHARGES           Please see "Fee table" later in this section for complete
                           details.
---------------------------------------------------------------------------------------
OWNER AND ANNUITANT ISSUE  55-85
AGES
---------------------------------------------------------------------------------------


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, INCLUDING THE AVAILABILITY
OF ALL INVESTMENT OPTIONS, MAY VARY IN YOUR STATE OR AT CERTAIN AGES OR UNDER
YOUR INVESTMENT METHOD OR DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT; ALL
FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL CONTRACTS OR IN ALL STATES.
PLEASE SEE APPENDIX V 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. 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" in "Contract features and benefits" later in this prospectus
for additional information.

OTHER CONTRACTS

We offer a variety of fixed and variable annuity contracts. While you may not
be able to make a direct exchange of your EQUI-VEST(R) contract value into
these other 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 the same
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. Some selling broker-dealers may limit their clients from purchasing
optional benefits based upon the client's age.

                                      10

          EQUI-VEST(R) AT RETIREMENT/SM/ AT A GLANCE -- KEY FEATURES





Fee table

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

The following tables describe the fees and expenses that you will pay when
buying and owning the contract. Each of the charges and expenses is more fully
described in "Charges and expenses" later in this prospectus. No sales charges
are imposed at time of purchase, withdrawal or surrender of the contract.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may apply.

The first table describes fees and expenses that you will pay if you purchase a
Variable Immediate Annuity payout option. Charges for certain features shown in
the fee table are mutually exclusive.


                                                     
----------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN
 TRANSACTIONS
----------------------------------------------------------------------------------

Special services charges

  .   Wire transfer charge/(1)/                         $90 (current and maximum)

  .   Express mail charge/(1)/                          $35 (current and maximum)
----------------------------------------------------------------------------------

The next table describes 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                    $0

There is no annual administrative charge applicable to
your EQUI-VEST(R) At Retirement/SM /contract.


                                                     
--------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS
 EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
--------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES:
Mortality and expense risks                             0.80%
Administrative                                          0.30%
Distribution                                            0.20%
                                                        -----
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES                  1.30%
--------------------------------------------------------------


                                                       
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR FOR THE OPTIONAL BENEFIT THAT YOU
 ELECT
-------------------------------------------------------------------------------------------
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 (available only with the
   Guaranteed minimum income benefit)                     0.00%

   GWBL Standard death benefit                            0.00%

   Annual Ratchet to age 85                               0.25% of the Annual Ratchet to
                                                          age 85 benefit base

   Greater of 6% Roll-Up to age 85 or Annual Ratchet      0.60% of the greater of 6% Roll-
   to age 85                                              Up to age 85 benefit base or the
                                                          Annual Ratchet to age 85 benefit
                                                          base, as applicable

   GWBL Enhanced death benefit                            0.30% of the GWBL Enhanced
                                                          death benefit base
-------------------------------------------------------------------------------------------
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.)          0.65%
-------------------------------------------------------------------------------------------
GUARANTEED WITHDRAWAL BENEFIT FOR LIFE BENEFIT
CHARGE/(1)/ ( calculated as a percentage of the GWBL
benefit base. Deducted annually on each contract date     0.60% for the Single Life option
anniversary.)                                             0.75% for the Joint Life option
If your GWBL benefit base ratchets, we reserve the
right to increase your                                    0.75% for the Single Life option
charge up to:                                             0.90% for the Joint Life option
-------------------------------------------------------------------------------------------

Please see "Guaranteed withdrawal benefit for life" 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" later in this prospectus.
-------------------------------------------------------------------------------------------


                                      11

                                   FEE TABLE







                                                     
-------------------------------------------------------------------
 NET LOAN INTEREST CHARGE -- TSA CONTRACTS ONLY
-------------------------------------------------------------------
(calculated as a percentage of the outstanding loan
amount and deducted at the time the loan repayment is
received)                                               2.00%/(3)/
-------------------------------------------------------------------


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 2014
(expenses that are deducted from portfolio assets including
management fees, 12b-1 fees, service fees, and/or other      Lowest Highest
expenses)/(4)/                                               1.04%  1.07%
---------------------------------------------------------------------------



Notes:

(1)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(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 contract year.

(3)We charge interest on loans under 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 TSA contracts" later in this prospectus for more
   information on how the loan interest is calculated and for restrictions that
   may apply.


(4)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the AXA Conservative Strategy Portfolio.
   The "Highest" represents the total annual operating expenses of the AXA
   Balanced Strategy 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, and underlying trust fees and expenses (including the
underlying portfolio fees and expenses).

The example below shows the expenses that a hypothetical contract owner (who
has elected the enhanced death benefit that provides for the greater of the 6%
Roll-Up to age 85 or the Annual Ratchet to age 85 along with the Guaranteed
minimum income benefit) would pay in the situations illustrated.

The fixed maturity options and guaranteed interest option are not covered by
the example. However, the charge for any optional benefits and the charge if
you elect a Variable Immediate Annuity payout option do apply to the fixed
maturity options and guaranteed interest option. 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 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. 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 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      $1,527  $2,369   $4,700   $381    $1,177    $2,019    $4,350
------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                        N/A      $1,518  $2,354   $4,670   $378    $1,168    $2,004    $4,320
------------------------------------------------------------------------------------------------------------





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

CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this prospectus, for the unit values and
number of units outstanding as of the periods shown for each of the variable
investment options, available as of December 31, 2014.


                                      12

                                   FEE TABLE





1. Contract features and benefits

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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us that we call
"contributions." Your initial contribution must be from the transfer of the
cash value of an EQUI-VEST/SM/ traditional IRA, Roth IRA, NQ or TSA or the same
IRA and NQ contract types offered in EQUI-VEST(R) Express that you currently
own under which withdrawal charges no longer apply. The contract that you
purchase must be the same type of contract (for example, an NQ contract to an
NQ contract; or a Roth IRA contract to a Roth IRA contract) except for a SEP,
SARSEP or SIMPLE IRA for which an IRA contract will be purchased. We also offer
direct rollovers to IRAs for TSA contracts. We require a minimum initial
contribution of $50,000 for you to purchase a contract. Any additional
contributions must also be a transfer of the total cash value of an
EQUI-VEST(R) traditional IRA, Roth IRA, NQ, or TSA or the same IRA and NQ
contract types offered in EQUI-VEST(R) Express/SM/ that you own to a contract
of the same type (under which withdrawal charges no longer apply). Additional
contributions may be made up to age 86/(1)/. Ongoing contributions are not
permitted. The following table summarizes our rules regarding contributions to
your contract. Both the owner and annuitant named in the contract must meet the
age requirements shown in the table.

..   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 additional 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.

In order to purchase an EQUI-VEST(R) At Retirement/SM/ contract, you must
select at least one of the optional benefits available under EQUI-VEST(R) At
Retirement/SM/. However, the standard death benefit can only be elected if GMIB
is elected.

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



---------------------------------------------------------------------------------------------------------------------
                 AVAILABLE FOR OWNER AND
 CONTRACT TYPE   ANNUITANT AGES           SOURCE OF CONTRIBUTIONS
---------------------------------------------------------------------------------------------------------------------
                                    
NQ/(2)/              55 through 85        Transfer from an existing EQUI-VEST(R) or EQUI-VEST(R) Express/SM /NQ
                                          contract
---------------------------------------------------------------------------------------------------------------------
IRA                  55 through 85        Transfer from an existing EQUI-VEST(R) or EQUI-VEST(R) Express/SM /IRA
                                          (including QP IRA), SEP, SARSEP or SIMPLE IRA contract
---------------------------------------------------------------------------------------------------------------------
Roth IRA             55 through 85        Transfer from an existing EQUI-VEST(R) or EQUI-VEST(R) Express/SM /Roth
                                          IRA contract
---------------------------------------------------------------------------------------------------------------------
TSA/(3)/             55 through 85        Transfer from an existing EQUI-VEST(R) TSA contract (employer or plan
                                          approval required. Contract must continue to be part of a 403(b) plan)
---------------------------------------------------------------------------------------------------------------------

(1)See "Guaranteed withdrawal benefit for life ("GWBL")" later in this
   prospectus for a discussion of limits on additional contributions when you
   elect that benefit.
(2)For NQ, both Owner(s) and Annuitant must meet issue age requirements. If
   there are more than 2 owners on the existing EQUI-VEST(R) contract, a change
   of owner form must be completed so that there are only 2 owners before the
   transfer to an EQUI-VEST(R) At Retirement/SM/ contract is requested. Joint
   owners are available for NQ contracts only.
(3)The following applies only to TSA contracts: EQUI-VEST(R) At Retirement/SM/
   TSA is not available if you have made designated Roth contributions to your
   original EQUI-VEST(R) TSA contract. Also, due to federal tax law changes, we
   permit funds from an EQUI-VEST(R) TSA contract which would qualify to be
   transferred to an EQUI-VEST(R) At Retirement/SM/ TSA (or which were
   transferred to EQUI-VEST(R) At Retirement/SM/ TSA), to be directly rolled
   over to an EQUI-VEST(R) At Retirement/SM/ IRA instead. This would apply in
   situations where the EQUI-VEST(R) At Retirement/SM/ TSA would not continue
   to be part of a 403(b) plan. See the discussion under "Tax information"
   later in this prospectus.

See "Tax information" later 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" later in this
prospectus. Please review your contract for information on contribution
limitations.

                                      13

                        CONTRACT FEATURES AND BENEFITS






OWNER AND ANNUITANT REQUIREMENTS


Under all IRA and TSA contracts, the owner and annuitant must be the same
individual. Under NQ contracts, the annuitant can be different from the owner.
We do not permit partnerships or limited liability corporations to be owners.
We also reserve the right to prohibit availability of this contract to other
non-natural owners. For NQ contracts, we limit ownership to two joint owners.
Only natural persons can be joint owners. Owners that are not individuals may
be required to document their status to avoid 30% Foreign Account Tax
Compliance Act ("FATCA") withholding from U.S.-source income.


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. If your EQUI-VEST(R) NQ contract has a spousal joint
owner, upon transfer to the EQUI-VEST(R) At Retirement/SM/ contract such joint
owner will automatically become the successor owner under the EQUI-VEST(R) At
Retirement/SM/ contract. If there is a successor owner named on your
EQUI-VEST(R) NQ contract, it will not automatically carry over to the
EQUI-VEST(R) At Retirement/SM/ contract because successor owner (without
rights) will not be available.

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 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
GWBL is elected, the term owner is intended to be references to annuitant if
the contract has a non-natural owner.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as indicated for TSA contracts below, contributions to your EQUI-VEST(R)
at Retirement/SM/ contract can only be made through a direct transfer from an
EQUI-VEST(R) or EQUI-VEST(R) Express/SM/ contract that you own to the same type
of contract. That is, a traditional IRA must be transferred to a traditional
IRA; a Roth IRA must be transferred to a Roth IRA; an NQ contract must be
exchanged for another NQ contract with the same owner(s) and annuitant. In the
case of a SEP, SARSEP or SIMPLE IRA, a traditional IRA will be purchased.

The following applies only to TSA contracts: EQUI-VEST(R) At Retirement/SM/ is
not available if you have made designated Roth contributions to your original
EQUI-VEST(R) TSA contract. A direct TSA to TSA contract transfer (whether a
contract exchange under the same 403(b) plan or a 403(b) plan to another 403(b)
plan direct transfer) may still be made from an EQUI-VEST(R) TSA contract, but
only with employer or plan approval and only if the contract continues to be
part of a 403(b) plan. Also, due to federal tax law changes, we permit funds
from an EQUI-VEST(R) TSA contract which would qualify to be transferred to an
EQUI-VEST(R) At Retirement/SM/ TSA (or which were transferred to EQUI-VEST(R)
At Retirement/SM/ TSA), to be directly rolled over to an EQUI-VEST(R) At
Retirement/SM/ IRA instead. This would apply in situations where the
EQUI-VEST(R) At Retirement/SM/ TSA would not continue to be part of a 403(b)
plan. See the discussion under "Tax information" later in this prospectus.

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

You can choose from among the variable investment options, the guaranteed
interest option and the fixed maturity options. If you elect the Guaranteed
withdrawal benefit for life, your investment options will be limited to the
guaranteed interest option and the variable investment options. Certain
investment options may not be available in all states. See Appendix V for more
information.

Certain variable investment options may not be available, depending on when you
purchased your contract. (See the front cover of this prospectus for a full
list of which variable investment options are available under your contract.)

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. 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 and to limit the number of
variable investment options you may elect or to close a variable investment
option to new contributions or transfers.

                                      14

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUST

We offer affiliated Trusts, which in turn offer one or more Portfolios. AXA
Equitable Funds Management Group, LLC, ("AXA FMG") a wholly owned subsidiary of
AXA Equitable, serves as the investment manager of the Portfolios of AXA
Premier VIP Trust and EQ Advisors Trust. 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 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. In addition, AXA
FMG receives management fees and administrative fees in connection with the
services it provides to the affiliated 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, as
well as the Portfolios' investment management fees and administrative expenses,
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.


Some Portfolios invest in other affiliated Portfolios ("the AXA Fund of Fund
Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest 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 Fund of Fund
Portfolios than certain other Portfolios available to you under your contract.
Please see "Allocating your contributions" later in this section for more
information about your role in managing your allocations.


As described in more detail in the Portfolio prospectuses, the AXA Fund of Fund
Portfolios may invest in affiliated Portfolios that utilize a proprietary
volatility management strategy developed by AXA FMG (the "AXA volatility
management strategy"). The AXA volatility management strategy uses futures and
options, such as exchange-traded futures and options contracts on securities
indices, to reduce the Portfolio's equity exposure during periods when certain
market indicators indicate that market volatility above specific thresholds set
for the Portfolio. When market volatility is increasing above the specific
thresholds set for a Portfolio utilizing the AXA volatility management
strategy, the manager of the Portfolio may reduce equity exposure. Although
this strategy is intended to reduce the overall risk of investing in the
Portfolio, it may not effectively protect the Portfolio from market declines
and may increase its losses. Further, during such times, the Portfolio's
exposure to equity securities may be less than that of a traditional equity
portfolio. This may limit the Portfolio's participation in market gains and
result in periods of underperformance, including those periods when the
specified benchmark index is appreciating, but market volatility is high. It
may also impact the value of certain guaranteed benefits, as discussed below.


The AXA Fund of Fund Portfolios that include the AXA volatility management
strategy as part of their investment objective and/or principal investment
strategy, and the AXA Fund of Fund Portfolios that invest in Portfolios that
use the AXA volatility management strategy, are identified below in the chart
by a "(check mark)" under the column entitled "Volatility Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy); investment option restrictions in
connection with any guaranteed benefit that include these Portfolios; and the
ATP are designed to reduce the overall volatility of your account value and
provide you with risk-adjusted returns over time. The reduction in volatility
helps us manage the risks associated with providing guaranteed benefits during
times of high volatility in the equity market. During rising markets, the AXA
volatility management strategy, however, could result in your account value
rising less than would have been the case had you been invested in a Portfolio
that does not utilize the AXA volatility management strategy (or, in the case
of the AXA Fund of Fund Portfolios, invest exclusively in other Portfolios that
do not use the AXA volatility management strategy). This may effectively
suppress the value of guaranteed benefit(s) that are eligible for periodic
benefit base resets because your benefit base is available for resets only when
your account value is higher. Conversely, investing in investment options that
feature a managed-volatility strategy may be helpful in a declining market when
high market volatility triggers a reduction in the investment option's equity
exposure because during these periods of high volatility, the risk of losses
from investing in equity securities may increase. In these instances, your
account value may decline less than would have been the case had you not been
invested in investment options that feature a volatility management strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other Portfolios may utilize
volatility management techniques that differ from the AXA volatility management
strategy. Any such Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your account value and
guaranteed benefit(s), if any, in the same manner described above. Please see
the Portfolio prospectuses for more information about the Portfolios' objective
and strategies.


Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical

                                      15

                        CONTRACT FEATURES AND BENEFITS





formulas to move account value between the AXA Ultra Conservative Strategy
Portfolio (an investment option utilized solely by the ATP) and the other
Portfolios offered under those contracts. You should be aware that operation of
the predetermined mathematical formulas underpinning the ATP has the potential
to adversely impact the Portfolios, including their performance, risk profile
and expenses. This means that Portfolio investments in contracts with no ATP
feature, such as yours, could still be adversely impacted. Particularly during
times of high market volatility, if the ATP triggers substantial asset flows
into and out of a Portfolio, it could have the following effects on all
contract owners invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




--------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST
 -- CLASS IB                                                                   INVESTMENT MANAGER (OR
 SHARES PORTFOLIO                                                              SUB-ADVISER(S),                VOLATILITY
 NAME                OBJECTIVE                                                 AS APPLICABLE)                 MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                     
AXA BALANCED         Seeks long-term capital appreciation and current income.  .   AXA Equitable Funds        (check mark)
   STRATEGY/(1)/                                                                   Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks current income and growth of capital, with a        .   AXA Equitable Funds        (check mark)
  GROWTH             greater emphasis on current income.                           Management Group, LLC
  STRATEGY/(1)/
--------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks a high level of current income.                     .   AXA Equitable Funds        (check mark)
  STRATEGY/(1)/                                                                    Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------


(1)If you purchased your contract before approximately July 20, 2009, these
   variable investment options are not available to you. Please see the current
   supplement to your prospectus, which describes the variable investment
   options that are available to you.

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUST
CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN
COPIES OF THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.

                                      16

                        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 each month to amounts allocated to the guaranteed
interest option. This rate is guaranteed for a specified period.

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, 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 do not reflect the deduction
of any optional benefit charges.

See Appendix V later in this prospectus for state availability.


Depending on the year and 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 2015 ranges from 1.00% to
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.

If you elected a guaranteed benefit that provides a 6% roll-up, an allocation
to the guaranteed interest option will effectively reduce the growth rate of
your guaranteed benefits because the roll-up to age 85 benefit base rolls up at
3% with respect to amounts allocated to the guaranteed interest rate option.
For more information, see "Guaranteed minimum death benefit and Guaranteed
minimum income benefit base" in "Contract features and benefits" and "Our
administrative procedures for calculating your Roll-Up benefit base following a
transfer" in "Transferring your money among investment options" later in this
prospectus.

FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years. 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 points in time there may be no fixed maturity options
available. You can allocate your contributions to one or more of these fixed
maturity options. However, you may not allocate more than one contribution to
any one fixed maturity option. These amounts become part of a non-unitized
separate account. They will accumulate interest at the "rate to maturity" for
each fixed maturity option. The total amount you allocate to and accumulate in
each fixed maturity option is called the "fixed maturity amount."

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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."

If you elected a guaranteed benefit that provides a 6% roll-up, an allocation
to a fixed maturity option will effectively reduce the growth rate of your
guaranteed benefits because the roll-up to age 85 benefit base rolls up at 3%
with respect to amounts allocated to a fixed maturity rate option. For more
information, see "Guaranteed minimum death benefit and Guaranteed minimum
income benefit base" in "Contract features and benefits" and "Our
administrative procedures for calculating your Roll-Up benefit base following a
transfer" in "Transferring your money among investment options" later in this
prospectus.

FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity
options ending on June 15th for maturity years ranging from one through ten.
Not all of these fixed maturity options will be available for annuitant ages 76
and above. See "Allocating your contributions" below. As fixed maturity options
expire, we expect to add maturity years so that generally ten fixed maturity
options are available 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:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" below would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)withdraw the maturity value.

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 next
available fixed maturity option (or another

                                      17

                        CONTRACT FEATURES AND BENEFITS







investment option if we are required to do so by any state regulation). As of
February 17, 2015, the next available maturity date was June 15, 2024 (see
"About our fixed maturity options" in "More Information" later in this
prospectus). We may change our procedures in the future.


MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination 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 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 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 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 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 II at the end of this prospectus provides an example
of how the market value adjustment is calculated.

ALLOCATING YOUR CONTRIBUTIONS

You may allocate your contributions to one or more, or all, of the variable
investment options, guaranteed interest option and fixed maturity options
(subject to restrictions in certain states -- see Appendix V later in this
prospectus for state variations). 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. The total of
your allocations into all available investment options must equal 100%. We
reserve the right to restrict allocations or terminate transfers to any
variable investment option. If an owner or annuitant is age 76 or older, you
may allocate contributions to fixed maturity options with maturities of five
years or less. Only one amount may be allocated to any one fixed maturity
option. 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 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. Your AXA Advisors financial professional 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.

GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

This section does not apply if you elect GWBL. For information about the GWBL
Enhanced death benefits and benefit bases, see "Guaranteed withdrawal benefit
for life ("GWBL")" later in this section. The standard death benefit can only
be selected with GMIB. Any of the enhanced death benefits can be selected by
themselves or with GMIB.

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

..   a deduction that reflects any withdrawals you make. The amount of the
    deduction is described under "How withdrawals affect your Guaranteed
    minimum income benefit and Guaranteed minimum death benefit" in "Accessing
    your money" later in this prospectus.

6% ROLL-UP TO AGE 85

(USED FOR THE GREATER OF THE 6% ROLL-UP TO AGE 85 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

                                      18

                        CONTRACT FEATURES AND BENEFITS







..   daily roll-up; less

..   a deduction that reflects any withdrawals you make. The amount of the
    deduction is described under "How withdrawals affect your Guaranteed
    minimum income benefit and Guaranteed minimum death benefit" in "Accessing
    your money" and the section entitled "Charges and expenses" later in this
    prospectus.

The effective annual roll-up rate credited to this benefit base is 6% with
respect to the variable investment options. The effective annual roll-up rate
may be 4% in some states. Please see Appendix V to see what applies in your
state.

If you elected a guaranteed benefit that provides a 6% roll-up, an allocation
to any investment option that rolls up at 3% will effectively reduce the growth
rate of your guaranteed benefit. For more information, see "Our administrative
procedures for calculating your Roll-Up benefit base following a transfer" in
"Transferring your money among investment options" later in this prospectus.

The effective annual roll-up rate with respect to the fixed maturity options,
the guaranteed interest option and the loan reserve account under TSA (if
applicable) is 3%.

The benefit base stops rolling up after the contract 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 after the contract
anniversary following the annuitant's 85th birthday.

ANNUAL RATCHET TO AGE 85

(USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, AND THE GREATER
OF THE 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT)

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 anniversary up to the contract
    anniversary following the owner's (or older joint owner's, if applicable)
    85th birthday, plus any contributions made since the most recent ratchet
    occurred,

                                    -less-

..   a deduction that reflects any withdrawals you make. The amount of the
    deduction is described under "How withdrawals affect your Guaranteed
    minimum income benefit and Guaranteed minimum death benefit" in "Accessing
    your money" later in this prospectus.

For contracts with non-natural owners, the last contract anniversary a ratchet
could occur is based on the annuitant's age.

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

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 on
any later contract date anniversary until 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.

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 base will not be eligible for another reset
for five years. If after your death your spouse continues this contract, 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 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 the reset; you may not exercise until the tenth contract date
anniversary following the date of the reset. See "Exercise rules" under
"Guaranteed minimum income benefit option" below for more information regarding
the 10 year waiting period. Please note that resetting your Roll-Up benefit
base will lengthen the exercise waiting period. Also, although 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" later in this
prospectus. Also, owners of IRA and TSA contracts whose lifetime required
minimum distributions must begin before the end of the new exercise waiting
period should consider carefully before resetting their rollup benefit base. If
the required minimum distributions exceed 6% of the reset benefit base, they
would cause a pro rata reduction in the benefit base. On the other hand,
resetting the benefit base to a larger amount would make it less likely that
the required minimum distributions actually 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" 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 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 in "Guaranteed
minimum income benefit option" below and annuity payout options are discussed
in "Accessing your money" later in this prospectus. Annuity purchase factors
are based on interest rates, mortality tables, frequency of payments, the form
of

                                      19

                        CONTRACT FEATURES AND BENEFITS






annuity benefit, and the owner's (and any joint owner's) age and sex in certain
instances. 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 but we will always use the guaranteed purchase factors
to determine your periodic payments under the Guaranteed minimum income benefit.

GUARANTEED MINIMUM INCOME BENEFIT OPTION ("GMIB")

The Guaranteed minimum income benefit is available if the owner is age 55
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 elect the Guaranteed withdrawal benefit for life, the Guaranteed minimum
income benefit is not available. If the owner was older than age 60 at the time
an IRA or 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 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, 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
--------------------------------------------------------------------------------
                                          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.

--------------------------------------------------------------------------------
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 at guaranteed annuity purchase factors, or (ii) the income
provided by applying your account value at our then current annuity purchase
factors. For 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. The payments will be less than or  1/4 of the annual payments,
respectively, due to the effect of interest compounding. 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. 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 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. 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
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.

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

                                      20

                        CONTRACT FEATURES AND BENEFITS







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 owner (or older joint owner, if applicable) reaching age 85.

Please note that if you participate in our RMD Automatic withdrawal option, 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% of your Roll-Up benefit base.

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 TSA contracts, and assuming there were no
allocations to the guaranteed interest option, the fixed maturity options or
the loan reserve account.



           ----------------------------------------------------------
                                       GUARANTEED MINIMUM INCOME
               CONTRACT DATE        BENEFIT -- ANNUAL INCOME PAYABLE
           ANNIVERSARY AT EXERCISE             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. 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 "Withdrawing your account value" in "Accessing your money" 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 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 EQUI-VEST(R) At Retirement/SM/ TSA contracts, you may exercise the
     Guaranteed minimum income benefit only if you effect a roll-over of the
     TSA contract to an EQUI-VEST(R) At Retirement/SM/ IRA. This process must
     be completed within the 30-day timeframe following the contract date
     anniversary in order for you to be eligible to exercise;

(iv)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 date of the reset. Please note that resetting
    your Roll-Up benefit base will lengthen the waiting period;

(v)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.

(vi)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 older owner's age; and

(vii)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 and
Guaranteed minimum death benefit" 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.

                                      21

                        CONTRACT FEATURES AND BENEFITS







Your contract provides a 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. The standard death benefit, available at no
additional charge, may be elected only in conjunction with the Guaranteed
minimum income benefit. Once your contract is issued, you may not change or
voluntarily terminate your death benefit.

For an additional charge, you may elect one of the enhanced death benefits. 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, whichever provides
the higher amount. See "Payment of death benefit" later in this prospectus for
more information.

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.

Any of the enhanced death benefits can be elected by themselves or with the
Guaranteed minimum income benefit. The standard death benefit may only be
elected with the Guaranteed minimum income benefit.

OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR OWNER (OR OLDER JOINT OWNER, IF
APPLICABLE) AGES 55 THROUGH 75 AT ISSUE. FOR CONTRACTS WITH NON-NATURAL OWNERS,
THE AVAILABLE DEATH BENEFITS ARE BASED ON THE ANNUITANT'S AGE.

Subject to state availability, you may elect one of the following enhanced
death benefits (see Appendix V later in this prospectus for state availability
of these benefits):

..   ANNUAL RATCHET TO AGE 85.

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

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.

Please see both "Insufficient account value" in "Determining your contract's
value" and "How withdrawals affect your Guaranteed minimum income benefit and
Guaranteed minimum death benefit " in "Accessing your money" later in this
prospectus for more information on these guaranteed benefits.

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

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"). 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 and the variable investment options.

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,
for non-natural owners).

The successor owner must be the owner's spouse. If your EQUI-VEST(R) contract
has a spousal joint owner, upon transfer to the EQUI-VEST(R) At Retirement/SM/
contract, such joint owner will automatically become the successor owner under
the EQUI-VEST(R) At Retirement/SM/ contract. 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.

Joint life TSA contracts are not permitted. For NQ contracts with two owners,
the GWBL benefit cannot be elected if the owners are not spouses.

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 interested in long term accumulation rather than taking
    withdrawals; 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.


..   The determination of spousal status is made under applicable state law. In
    June 2013, the U.S. Supreme Court ruled that the portion of the federal
    Defense of Marriage Act that precluded same-sex marriages from being
    recognized for purposes of federal law was unconstitutional. The IRS
    adopted a rule recognizing the marriage of same-sex individuals validly
    entered into in a jurisdiction that authorizes same-sex marriages, even if
    the individuals are domiciled in a jurisdiction that does not recognize the
    marriage. The IRS also ruled that the term "spouse" does not include an
    individual who has entered into a registered domestic partnership, civil
    union, or other similar relationship that is not denominated as a
    "marriage" under the laws of that jurisdiction. Absent


                                      22

                        CONTRACT FEATURES AND BENEFITS







   further guidance, we intend to continue administering the contract
   consistent with these IRS rulings. Therefore, exercise of any spousal
   continuation right under a contract by an individual who does not meet the
   definition of "spouse" under federal law may have adverse tax consequences.
   If you are married to a same-sex spouse, you have all of the rights and
   privileges under the contract as someone married to an opposite sex spouse.
   You should be aware that the U.S. Supreme Court has agreed to hear another
   case addressing same-sex marriage. It is not clear whether the outcome of
   this case will affect our procedures. Consult with a tax adviser for more
   information on this subject.


For traditional IRAs and TSA 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 RMD Automatic withdrawal option. 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 the dollar amount of any additional
    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 the annuitant's age at the time of the first withdrawal.
For IRA 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 your GWBL benefit base ratchets, as described below
in this section under "Annual Ratchet," on any contract 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
---------------------------------------------------------------
                                      
55-64                                    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 additional contribution or Excess
withdrawal, as described below under "Effect of Excess withdrawals" and
"Additional 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.

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 currently in effect, multiplied by the reset GWBL
    benefit base.

You should not purchase this 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.

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 this contract as a traditional IRA or TSA and
participate in our RMD Automatic withdrawal option, an automatic

                                      23

                        CONTRACT FEATURES AND BENEFITS






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 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 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 may increase the charge for the benefit.
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
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 additional 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.

ADDITIONAL CONTRIBUTIONS

If you elect GWBL, additional 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 dollar 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 55-85, and (ii) the GWBL Enhanced death
benefit, which is available for an additional charge for owner issue ages 55-75.

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 the dollar amount of any
    additional 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.

If you elect either the GWBL Standard death benefit or the GWBL Enhanced death
benefit, the death benefit is equal to your account value (without adjustment
for any otherwise applicable market value adjustment) 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), whichever provides a higher amount.

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 EQUI-VEST(R) At Retirement/SM/ contract terminates and you will
    receive a supplementary life annuity contract setting forth your continuing
    benefits. The owner of the EQUI-VEST(R) At Retirement/SM/ contract will be
    the owner and annuitant. The successor owner, if

                                      24

                        CONTRACT FEATURES AND BENEFITS






   applicable, will be the joint annuitant. If the owner is non-natural, the
   annuitant will be the same as under your EQUI-VEST(R) At Retirement/SM/
   contract.

..   No additional 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 lump sums, 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 may be of limited usefulness to you if you do not intend to
    take any withdrawals.

..   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 annuity payments for tax purposes, and may
    be subject to an additional 10% Federal income tax penalty 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 income benefit and 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 this contract, you terminate the GWBL benefit.

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

..   For IRA 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.

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 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 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.

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 or reinstate your original EQUI-VEST(R) contract. 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 V to find out what applies in your state.

                                      25

                        CONTRACT FEATURES AND BENEFITS






For contributions allocated to the variable investment options, your refund
will equal your contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, your refund will equal the amount of the contribution
allocated to the fixed maturity options reflecting any positive or negative
market value adjustments. Under TSA contracts, your refund will be less any
amounts in the loan reserve account. Some states require that we refund the
full amount of your contribution (not including any investment gain or loss,
interest, or market value adjustment). For contributions allocated to the
guaranteed interest option, your refund will equal the amount of the
contributions, without interest. For an IRA contract returned to us within
seven days after you receive it, we are required to refund the full amount of
your contribution.

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.

If you cancel your EQUI-VEST(R) At Retirement/SM/ contract during the free look
period and choose to reinstate your EQUI-VEST(R) or EQUI-VEST(R) Express/SM/
contract, the death benefit under your EQUI-VEST(R) or EQUI-VEST(R) Express/SM/
contract will be restored to its value before the transfer to the EQUI-VEST(R)
At Retirement/SM/ contract occurred. 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" in "Accessing your money" 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 for possible consequences of cancelling your contract.

Our processing office, or your financial professional, can provide you with the
cancellation instructions.

                                      26

                        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 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; and (iv) the loan reserve account
(applicable to 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 optional benefit charges; and (ii) the
amount of any outstanding loan plus accrued interest (applicable to 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;

(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;

(ii)decreased to reflect a withdrawal;

(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 TSA contract.

In addition, when we deduct the enhanced death benefit, Guaranteed minimum
income benefit and/or Guaranteed withdrawal benefit for life charges, the
number of units credited to your contract will be reduced. 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.

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 V 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.

GUARANTEED WITHDRAWAL BENEFIT FOR LIFE. If you elect the Guaranteed withdrawal
benefit for life and your account value falls to zero due to a GWBL 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 a GWBL Excess withdrawal or due to a
deduction of charges, the benefit will still have value. See "Contract features
and benefits" earlier in this prospectus.

                                      27

                       DETERMINING YOUR CONTRACT'S VALUE





3. Transferring your money among investment options

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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:

..   If an owner or annuitant is age 76 or older, you must limit your transfers
    to fixed maturity options with maturities 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 already have an amount in a fixed maturity option, you may not add
    additional amounts to that same option.

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

..   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.

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. We may also, at any time, exercise our right to close a
variable investment option to 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 and interest sweep option dollar cost averaging programs
described under "Dollar Cost Averaging" below in this section) 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

(c)25% of amounts transferred or allocated to the guaranteed interest option
   during the current contract year.

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, by telephone using TOPS or through
Online Account Access. You must send in all written transfer requests directly
to our processing office. Transfer requests should specify:

(1)the contract number,

(2)the dollar amounts or percentages of your current account value to be
   transferred, and

(3)the investment options to and from which you are transferring.

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 the 6%
Roll-Up to age 85 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% in Washington) applies with respect to most
investment options, but a lower roll-up rate (3%) applies with respect to the
fixed maturity options and the guaranteed interest option and the loan reserve
account under 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 V.

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% 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 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 a 6% investment options, and your benefit base is $40,000 and is all
    rolling up at 6%, and you transfer

                                      28

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






   50% of your account value ($15,000) to the guaranteed 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.

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 EQ
Advisors Trust (the "trust"). The trust has adopted policies and procedures
regarding disruptive transfer activity. The trust discourages frequent
purchases and redemptions of portfolio shares and will not make special
arrangements to accommodate such transactions. The trust aggregates 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 trust currently considers
transfers into and out of (or vice versa) the same variable investment option
within a five business day period as potentially disruptive transfer activity.
In most cases, the 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
trust 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.

When a contract owner 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 the
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.

                                      29

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







It is possible that the trust may impose a redemption fee designed to
discourage frequent or disruptive trading by contract owners. As of the date of
this prospectus, the trust had not implemented such a fee. If a redemption fee
is implemented by the 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 trust 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.

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 variable investment options by periodically transferring
approximately the same dollar amount to the variable 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 under a dollar cost
averaging program.

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

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" under "Contract features and benefits"
earlier in this prospectus.

INVESTMENT SIMPLIFIER

Our Investment simplifier program allows you to choose from two automatic
options for transferring amounts from the guaranteed interest option to the
variable investment options. The transfer options are the "fixed-dollar option"
and the "interest sweep." You may select one or the other, but not both.
Election of either option is subject to the 25% allocation restriction into the
guaranteed interest option. If you elect to use rebalancing option II
(discussed below), you may not choose either of the investment simplifier
options.

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 will be made on a monthly basis.
You can specify the number of monthly transfers or instruct us to continue to
make monthly 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. You also must elect to transfer at least $50 per month. The
fixed-dollar option is subject to the guaranteed interest option transfer
limitation described above under "Transferring your account value."

INTEREST SWEEP. Under the interest sweep, we will make transfers on a monthly
basis from amounts in the guaranteed interest option into the variable
investment options of your choice. 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 and on the last business day of each month
thereafter to participate in the interest sweep option.

WHEN YOUR PARTICIPATION IN THE INVESTMENT SIMPLIFIER WILL END. Your
participation in the investment simplifier will end:

..   Under the fixed-dollar option, when either the number of designated monthly
    transfers have been completed or the amount you have available in the
    guaranteed interest option has been transferred out.

..   Under the interest sweep, when the amount you have in the guaranteed
    interest option falls below $7,500 (determined on the last business day of
    the month) for two months in a row.

..   Under either option, on the date we receive at our processing office, your
    written request to cancel automatic transfers, or on the date your contract
    terminates.

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               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS





4. Accessing your money

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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 and Guaranteed minimum death benefit" 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



-------------------------------------------------------------
                                                   LIFETIME
                                                   REQUIRED
                                                   MINIMUM
CONTRACT                  PARTIAL    SYSTEMATIC  DISTRIBUTION
-------------------------------------------------------------
                                        
NQ                          Yes         Yes          No
-------------------------------------------------------------
IRA                         Yes         Yes          Yes
-------------------------------------------------------------
Roth IRA                    Yes         Yes          No
-------------------------------------------------------------
TSA/(1)/                    Yes/(1)/    Yes/(1)/     Yes/(1)/
-------------------------------------------------------------

(1)Not if a loan is outstanding.

GWBL 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.

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 anniversaries with any Annual ratchet
or a 5% deferral bonus.

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 the Annual ratchet or a 5%
deferral bonus. If you would like to increase your payments, 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 this 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.

We do not anticipate that Guaranteed annual withdrawals made under the GWBL
maximum or customized payment plan will qualify for an age 59 1/2 penalty tax
exception. See "Early distribution penalty tax" in "Tax Information" later in
this prospectus.

PARTIAL WITHDRAWALS
(ALL CONTRACTS)

You may take partial withdrawals from your account value at any time (unless
you have a TSA contract that has an outstanding loan). The minimum amount you
may withdraw is $300. If you elect to take partial withdrawals, you should
monitor your withdrawals to ensure that you do not exceed your Guaranteed
annual payment amount in any contract year and cause an Excess withdrawal. As
discussed earlier in this prospectus, Excess withdrawals may significantly
reduce the value of the GWBL benefit. See "Effect of Excess withdrawals" in
"Contract features and benefits" earlier in this prospectus.

Any request for a partial withdrawal will terminate your participation in
either the Maximum payment plan or Customized payment plan, if applicable.

SYSTEMATIC WITHDRAWALS
(ALL CONTRACTS EXCEPT CONTRACTS WITH GWBL)

If you have at least $20,000 of account value in the variable investment
options and the guaranteed interest option, you may take systematic withdrawals
on a monthly or quarterly basis (unless you have a TSA contract that has an
outstanding loan). The minimum amount you may take for each withdrawal is $250.
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.
If you do not select a date, your withdrawals will be made on the first
business day of the month. A check for the amount of the withdrawal will be
mailed to you or, if you prefer, we will electronically transfer the money to
your checking or savings account.

                                      31

                             ACCESSING YOUR MONEY







You may withdraw either the amount of interest earned in the guaranteed
interest option or a fixed-dollar amount from either the variable investment
options or the guaranteed interest option. If you elect the interest option, a
minimum of $20,000 must be maintained in the guaranteed interest option. If you
elect the fixed-dollar option, you do not have to maintain a minimum amount.

If you choose to have a fixed dollar amount taken from the variable investment
options and/or the guaranteed interest option, you may elect to have the amount
of the withdrawal subtracted from your account value in one of three ways:

(1)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (without exhausting your values in
   those options). Once the requested amount is greater than your account
   value, the systematic withdrawal program will terminate.

(2)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (until your account value is
   exhausted). Once the requested amount leaves you with an account value of
   less than $500, we will treat it as a request to surrender your contract.

(3)You may specify a dollar amount from one variable investment option or the
   guaranteed interest option. If you choose this option and the value in the
   investment option drops below the requested withdrawal amount, the requested
   withdrawal amount will be taken on a pro rata basis from all remaining
   investment options in which you have value. Once the requested amount leaves
   you with an account value of less than $500, we will treat it as a request
   to surrender your contract.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You can cancel the systematic withdrawal option at any time.

You may elect to take systematic withdrawals at any time. If you own a TSA
contract, you may not elect systematic withdrawals if you have a loan
outstanding.

Systematic withdrawals are not available if you have elected the Guaranteed
withdrawal benefit for life.

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS
(IRA and TSA contracts only -- See "Tax information" later in this prospectus)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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. 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, amounts withdrawn from
the contract to meet required minimum distributions 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" later in this prospectus.

You may elect this option in the year in which you reach age 70 1/2 or in any
later year. To elect this option, you must have account value in the variable
investment options and the guaranteed interest option of at least $2,000. The
minimum amount we will pay out is $300 or your account value, whichever is
less. If your account value is less than $500 after the withdrawal, we may
terminate your contract and pay you its cash value. Currently, minimum
distribution withdrawal payments will be made annually. See "Required minimum
distributions" in "Tax information" later in this prospectus for your specific
type of retirement arrangement.

--------------------------------------------------------------------------------
FOR IRA AND 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 TSA contracts, you may not elect our RMD automatic withdrawal option if a
loan is outstanding.

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

If you elect either the Maximum payment plan or the Customized payment plan AND
our RMD Automatic withdrawal option, we will make an extra payment, if
necessary, in December 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
withdrawal may cause an Excess withdrawal. You may enroll in the plan again at
any time, but the scheduled payments will not resume until the next contract
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 RMD Automatic withdrawal option and elect to take your
Guaranteed annual withdrawal amount in partial withdrawals, we will make a
payment, if necessary, in December that will equal your required minimum
distribution less all withdrawals made through November 30th. Any RMD payment
we make to you under our RMD Automatic withdrawal option will not be treated as
an Excess withdrawal; however, any other withdrawals in the same contract year
may be treated as Excess withdrawals even if those withdrawals are less than
your lifetime required minimum distribution payment.

FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse
guarantee will not be terminated if a required minimum distribution payment
using our RMD automatic withdrawal option 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 IRA and TSA contracts generally should not reset the Roll-Up benefit
base if lifetime required minimum distributions must

                                      32

                             ACCESSING YOUR MONEY






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. 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 withdrawals from the fixed maturity options.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from an IRA or TSA
contract, you may use our automatic deposit service.

Under this service we will automatically deposit the Required Minimum
Distribution payment from your TSA or IRA contract directly into an existing
EQUI-VEST(R) or EQUI-VEST(R) Express/SM/ NQ or Roth IRA contract according to
your allocation instructions. Please note that you must have compensation or
earned income for the year of the contribution to make regular contributions to
Roth IRAs.

HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED
MINIMUM DEATH BENEFIT

In general, withdrawals (including required minimum distributions) 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).

With respect to the Guaranteed minimum income benefit and the greater of 6%
Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit,
withdrawals 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 the contract year do not affect the amount of 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
required minimum distributions) 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.

If you elected a guaranteed benefit that provides a 6% roll-up, all or a
portion of your Roll-Up to age 85 benefit base may be rolling up at 3%, if all
or a portion of your account value is currently or was previously allocated to
one or more investment options to which a 3% roll-up rate applies. For more
information about those investment options and the impact of transfer among
investment options on your Roll-Up to age 85 benefit base, see "Guaranteed
minimum death benefit and Guaranteed minimum income benefit base" in "Contract
features and benefits" earlier in this Prospectus and "Our administrative
procedures for calculating your Roll-Up benefit base following a transfer" in
"Transferring your money among investment options" earlier in this prospectus.

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.

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
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.
You are guaranteed to receive the minimum death benefit. If you or a successor
owner (if applicable) die prior to receiving that amount, any remaining minimum
death benefit will be paid to your beneficiary.

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 this contract
if the account value is less than $500, or if you make a withdrawal that would
result in a cash value of less

                                      33

                             ACCESSING YOUR MONEY






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 a
GWBL 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
GWBL Excess withdrawal. In other words, if you take a GWBL 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" 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 TSA CONTRACTS

As a result of federal tax law changes beginning in 2007, loans are not
available under an EQUIVEST(R) At Retirement/SM/ TSA contract without employer
or plan administrator approval. Loan processing may not be completed until we
receive all information and approvals required to process the loan at our
processing office.

If loans are available: You should read the terms and conditions on our loan
request form carefully before taking out a loan. Your contract contains further
details of the loan provision. We will not permit you to take a loan while you
are enrolled in our "required minimum distribution (RMD) automatic withdrawal
option." We may also restrict the availability of loans if you have not fully
repaid the entire outstanding balance of any prior loan.

If you exercise the GMIB option, any outstanding loan amount must be repaid or
the loan will be defaulted.

We permit only one loan to be outstanding at any time. When you take a loan we
will transfer certain amounts to a loan reserve account.

A loan with respect to an EQUI-VEST(R) At Retirement/SM/ TSA contract, will not
be treated as a taxable distribution unless:

..   it exceeds limits of federal income tax rules; or

..   interest and principal are not paid when due.

Loans under TSA contracts are discussed further in "Tax information" later in
this prospectus. The tax consequences of failure to repay a loan when due are
substantial and may result in severe restrictions on your ability to borrow
amounts. Please see Appendix V later in this prospectus for any state
restrictions you may be subject to if you take a loan from a TSA contract.
Also, see "Tax information" later in this prospectus for general rules
applicable to loans.

LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer to a
"loan reserve account" an amount equal to the sum of (i) the loan amount, which
will earn interest at the "loan reserve account rate" during the loan term, and
(ii) 10% of the loan amount, which will earn interest at the guaranteed
interest rate. You may not make any withdrawals or transfers among investment
options or any other transaction from the loan reserve account until after
repayment of the principal amount then due. You may specify on the loan request
form from which investment option(s) the loan reserve account will be funded.

The "loan reserve account rate" will equal the loan interest rate minus a
maximum rate of 2%.

If you elected a guaranteed benefit that provides a 6% roll-up, a loan will
effectively reduce the growth rate of your guaranteed benefits because the
Roll-Up to age 85 benefit base rolls up at 3% with respect to amounts allocated
to the loan reserve account. For more information, see "Guaranteed minimum
death benefit and Guaranteed minimum income benefit base" in "Contract features
and benefits" and "Our administrative procedures for calculating your Roll-Up
benefit base following a transfer" in "Transferring your money among investment
options" 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 an
owner is living (or for contracts with non-natural owners while the annuitant
is living) and before you begin to receive annuity payments. 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% 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" 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 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,

                                      34

                             ACCESSING YOUR MONEY







(2)the SEC determines that an emergency exists as a result of which sales of
   securities or determination of 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 and fixed maturity options (other than for death benefits) for up to six
months while you are living.

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 EQUI-VEST(R) At Retirement/SM/ provide for
conversion to payout status at or before the contract's "maturity date." This
is called annuitization. When your contract is annuitized, your EQUI-VEST(R) At
Retirement/SM/ contract, all its benefits terminate and will be converted to a
supplemental annuity payout contract ("payout option") that provides periodic
payments for life or for a specified period of time. In general, the periodic
payment amount is determined by the account value or cash value of your
EQUI-VEST(R) At Retirement/SM/ 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 EQUI-VEST(R) At Retirement/SM/ 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 V later in this prospectus for variations that
may apply in 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 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, 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" 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
                                         .   Period certain annuity
---------------------------------------------------------------------------------
Variable Immediate Annuity payout        .   Life annuity (not available in New
  options (as described in a separate        York)
  prospectus for this option)            .   Life annuity with period certain
---------------------------------------------------------------------------------
Income Manager/SM /payout options        .   Life annuity with period certain
  (available for owners and annuitants   .   Period certain annuity
  age 83 or less at contract issue) (as
  described in a separate prospectus
  for this option)
---------------------------------------------------------------------------------


..   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 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.

..   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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. This guaranteed period may
    not exceed the annuitant's life expectancy. 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. 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

                                      35

                             ACCESSING YOUR MONEY






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 details.

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.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable annuity payout
option. The amount of each variable income annuity payment will fluctuate,
depending upon the performance of the variable investment options, and whether
the actual rate of investment return is higher or lower than an assumed base
rate.

INCOME MANAGER/SM/ PAYOUT OPTIONS

The Income Manager/SM/ payout annuity contracts differ from the other payout
annuity contracts. The other payout annuity contracts may provide higher or
lower income levels, but do not have all the features of the Income Manager/SM/
payout annuity contract. You may request an illustration of the Income
Manager/SM/ payout annuity contract from your financial professional. Income
Manager/SM/ payout options are described in a separate prospectus that is
available from your financial professional. Before you select an Income
Manager/SM/ payout option, you should read the prospectus which contains
important information that you should know.

Both NQ and IRA Income Manager/SM/ payout options provide guaranteed level
payments. The Income Manager/SM/ (life annuity with period certain) also
provides guaranteed increasing payments (NQ contracts only).

For TSA contracts, if you want to elect an Income Manager/SM/ payout option, we
will first roll over amounts in such contract to an IRA contract.

You may choose to apply only part of the account value of your EQUI-VEST(R) At
Retirement/SM/ contract to an Income Manager/SM/ payout annuity. In this case,
we will consider any amounts applied as a withdrawal from your EQUI-VEST(R) At
Retirement/SM/. For the tax consequences of withdrawals, see "Tax information"
later in this prospectus.

The Income Manager/SM/ payout options are not available in all states.

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 market value adjustments.

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.

PARTIAL ANNUITIZATION

Partial annuitization of nonqualified deferred annuity contracts is permitted
under certain circumstances. You may choose from the annuity payout options
described here, but if you choose a period certain annuity payout, the certain
period must be for 10 years or more. 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 "Withdrawing your account value" above. See also the
discussion of "Partial annuitization" under "Taxation of nonqualified
annuities" in "Tax 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 EQUI-VEST(R) At Retirement/SM/ contract date. Except
with respect to the Income Manager/SM/ annuity payout options, where payments
are made on the 15th day of each month, you can change the date your annuity
payments are to begin anytime before that date as long as you do not choose a
date later than the 28th day of any month. Also, that date may not be later
than the annuity maturity date described below.

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 decrease if you increase the
duration or frequency of a non-life contingent annuity or the 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.

We will send you a notice with your contract statement one year prior to your
maturity date. If you select an annuity payout option and payments have begun,
no change can be made other than: (i) transfers (if permitted in the future)
among the variable investment options if a Variable Immediate Annuity payout
option is selected; and (ii) withdrawals or contract surrender (subject to a
market value adjustment) if an Income Manager/SM/ payout option is chosen. If
you do not respond to the notice within the 30 days following your maturity
date, your contract will be annuitized automatically.

ANNUITY MATURITY DATE

Your contract has a maturity date by which you must either take a lump sum
withdrawal or select an annuity payout option. The maturity date is based on
the age of the annuitant at contract issue and cannot be changed other than in
conformance with applicable law. The maturity date is generally the contract
date anniversary that follows the annuitant's 95th birthday. We will send a
notice with the annual statement one year prior to the maturity age.

Please see Appendix V later in this prospectus for variations that may apply in
your state.

                                      36

                             ACCESSING YOUR MONEY





5. Charges and expenses

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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, 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; and the Guaranteed
    withdrawal benefit for life.

..   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. A variable immediate annuity administrative fee may also
    apply.

..   Charges for certain optional special services.

More information about these charges appears below. We will not increase these
charges for the life of your contract, except as noted.

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
contract.

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. The daily charge is equivalent to an annual rate of 0.80% of the net
assets in each variable investment option.

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 our expenses in providing the benefits
and administering the contracts will be greater than we expect.

ADMINISTRATIVE CHARGE

We deduct a daily charge from the net assets in each variable investment option
to compensate us for administrative expenses under the contracts. The daily
charge is equivalent to an annual rate of 0.30% of the net assets in each
variable investment option.

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. The
daily charge is equivalent to an annual rate of 0.20% of the net assets in each
variable investment option.

ANNUAL ADMINISTRATIVE CHARGE

There is no annual administrative charge for your EQUI-VEST(R) At
Retirement/SM/ contract.

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% 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 0.60% of the greater of the 6% 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. 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.

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 (if available) in the order of the earliest maturity date(s)
first. If the contract is surrendered or annuitized or a death benefit is paid,
on 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.

                                      37

                             CHARGES AND EXPENSES







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.

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

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 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.

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option (see Appendix V 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 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. If the contract is
surrendered or annuitized or a death benefit is paid on 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.

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
anniversary. If the single life option is in effect, the charge is equal to
0.60%. If the Joint Life option is in effect, the charge is equal to 0.75%. We
will deduct this charge from your value in the variable investment options in
which you are invested and the guaranteed interest option (see Appendix V 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 the contract is
surrendered or annuitized or a death benefit is paid on 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
reserve the right to raise the charge at the time of an annual ratchet. The
maximum charge for the single life option is 0.75%. The maximum charge for the
Joint Life option is 0.90%. The increased charge, if any, will apply as of the
contract date anniversary on which your GWBL benefit base ratchets and on all
contract date anniversaries thereafter. We will permit you to opt out of the
ratchet if the charge increases.

For Joint life contracts, if the successor owner 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 is dropped after withdrawals begin, the
charge will continue based on a Joint life basis.

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%.

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.

CHARGES THAT THE TRUST DEDUCTS

The Trust deducts 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 the 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 EQ Advisors Trust
(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
Trust.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce 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. 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 and Roth IRA contracts. Sponsored arrangements
include those in which an employer allows us to sell contracts to its employees
or retirees on an individual basis.

                                      38

                             CHARGES AND EXPENSES







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.

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,
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.

                                      39

                             CHARGES AND EXPENSES





6. Payment of death benefit

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YOUR BENEFICIARY AND PAYMENT OF BENEFIT

You designate your beneficiary when you apply for your contract. You may change
your beneficiary at any time while the contract is in force and the owner and
annuitant are alive. 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 at 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 NQ jointly owned contracts, the surviving owner is considered the
beneficiary, and will take the place of any other 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. We determine the amount of the
death benefit (other than the applicable Guaranteed minimum death 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. 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 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.

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and 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. The amount of the death benefit will be your account
value (without adjustment for any otherwise applicable negative market value
adjustment) as of the date your spouse's contract is issued or, if greater, the
applicable Guaranteed minimum death benefit as of the date of your death. We
determine the amount of the death benefit other than 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.

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 you die while the contract is in force, the contract terminates
and the applicable death benefit is paid. If the NQ contract is jointly owned,
the death benefit is payable upon the death of the older owner. If the NQ
contract has a non-natural owner, the death benefit is payable upon the death
of the annuitant. For IRA and NQ 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. For
NQ contracts with spouses who are joint owners, the surviving spouse will
automatically be able to continue the contract under the "Spousal continuation"
feature, as discussed below. 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. For NQ 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 and your spouse is the sole
primary beneficiary, your surviving spouse can continue the contract as a
successor owner as discussed below, under "Spousal continuation."

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. For more information on non-spousal joint owner contract
continuation, see the section immediately below.

NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION (NQ ONLY)

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. 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 Guaranteed
minimum death benefit and charge and the Guaranteed minimum income benefit and
charge will then be discontinued. No subsequent 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, if applicable, will continue
without change. If

                                      40

                           PAYMENT OF DEATH BENEFIT






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. No subsequent contributions will be permitted.

SPOUSAL CONTINUATION (IRA AND NQ ONLY)

If you are the contract owner and your spouse is the sole primary beneficiary
or you jointly own an NQ contract with your spouse, your spouse may elect to
continue the contract as successor owner upon your 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. 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 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 and
    adjusted for any subsequent withdrawals. 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.

   -- 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 benefit base as of the date of your death (less
      subsequent withdrawals), and pay it upon your spouse's death.

..   The Guaranteed minimum income benefit may continue if the benefit had not
    already terminated and the benefit option 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 GWBL 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. No subsequent contributions will be permitted. If you elect GWBL on
    a Single life basis, the benefit and charge will terminate.

..   If the deceased spouse was the annuitant, the surviving spouse becomes the
    annuitant.

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.

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 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 you elect GWBL, the benefit and charge will remain in effect and no
    death benefit is payable until the death of the surviving spouse.

If there is a change in owner or primary beneficiary, the Spousal continuation
option will be terminated. 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, TSA and NQ contracts. Please speak with your financial
professional or see Appendix V later in this prospectus for further information.

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

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA, ROTH IRA AND TSA 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 adjusted for
any subsequent withdrawals.

                                      41

                           PAYMENT OF DEATH BENEFIT







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 and TSA contracts, 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 traditional IRA, Roth IRA, and
TSA 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, GWBL 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.

..   Loans will no longer be available for TSA contracts.

..   The beneficiary may choose at any time to withdraw all or a portion of the
    account value.

..   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.

..   If you had elected the Guaranteed minimum income benefit, an optional
    enhanced death benefit, GWBL 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.

..   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

                                      42

                           PAYMENT OF DEATH BENEFIT






   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, 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 adjusted for any subsequent withdrawals.

If the deceased is the younger non-spousal joint owner:

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

                                      43

                           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 EQUI-VEST(R) At Retirement/SM/ contracts owned by
United States individual taxpayers. The tax rules can differ, depending on the
type of contract, whether NQ, traditional IRA, Roth IRA 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. Transfers of the
contract, rights or values under the contract, or payments under the contract,
for example, the 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.

FATCA


Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.


SPOUSAL STATUS


The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


BUYING A CONTRACT TO 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. 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, such as EQUI-VEST/SM/
At Retirement/SM/'s choice of death benefits, the Guaranteed withdrawal for
life benefit, the Guaranteed minimum income benefit, selection of variable
investment options, guaranteed interest option, fixed maturity options and its
choices of pay-out options, as well as 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 portfolios that
you elect.

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 403(b) plans and IRAs. For this purpose additional annuity
contract benefits may include, but are not limited to, 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.

                                      44

                                TAX INFORMATION







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 nonquali-fied 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.

All nonqualified deferred annuity contracts that AXA Equitable and its
affiliates issue to you during the same calendar year are linked together and
treated as one contract for calculating the taxable amount of any distribution
from any of those contracts.

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

We treat Guaranteed annual withdrawals and other withdrawals as non-annuity
payments for income tax purposes. These withdrawals 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. Generally, your
investment in the contract equals the contributions you made, less any amounts
you previously withdrew that were not taxable. 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. It reduces the investment in the contract.

ANNUITY 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 "Contract features and
benefits" earlier in this prospectus, as well as GMIB and other annuitization
payments that are based on life or life expectancy, are considered annuity
payments for tax purposes. 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.

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.

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.

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.

CONTRACTS PURCHASED THROUGH EXCHANGES

The sole way to purchase an EQUI-VEST(R) At Retirement/SM/ NQ contract is
through a transfer of funds from the original EQUI-VEST(R) contract which is
the source contract. Normally, exchanges of contracts are taxable events. The
transfer will be a tax deferred exchange under Section 1035 of the Internal
Revenue Code if:

..   The contract that is the source of the funds you are using to purchase the
    NQ contract is another nonqualified deferred annuity contract.

..   The owner and the annuitant are the same under the original EQUI-VEST(R)
    contract and the EQUI-VEST(R) At Retirement/SM/ NQ contract.

The tax basis, also referred to as your investment in the contract, of the
original EQUI-VEST(R) contract carries over to the EQUI-VEST(R) At
Retirement/SM/ NQ contract.

                                      45

                                TAX INFORMATION







1035 EXCHANGES

In some cases you may make a tax-deferred 1035 exchange from a nonqualified
deferred annuity contract such as the EQUI-VEST(R) At Retirement/SM/ NQ
contract to:

..   another nonqualified deferred annuity contract; or

..   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).

An exchange to another contract will terminate any guaranteed benefits under
the contract.

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.

Partial 1035 exchanges are not available to purchase an EQUI-VEST(R) At
Retirement/SM/ contract.

Section 1035 exchanges are generally not available after the death of the
owner. The destination contract must meet specific post-death payout
requirements to prevent avoidance of the death of owner rules. See "Payment of
death benefit".

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.

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.

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.

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 in any year may have
to pay an additional surtax of 3.8%. (This tax has been informally referred to
as the "Net Investment Income Tax" or "NIIT"). 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 A. If you were
treated as the owner, you would be taxed 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 A. 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 A, 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 A.

                                      46

                                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 for the benefit of the IRA owner. The assets funding the account
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, including SEP-IRAs
    and SIMPLE IRAs issued and funded in connection with employer-sponsored
    retirement plans; 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 Publications 590-A ("Contributions to Individual Retirement
Arrangements (IRAs)") and 590-B ("Distributions from Individual Retirement
Arrangements (IRAs)") These publications are 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 purchase
the contract as a traditional IRA or Roth IRA.

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.

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).

We have not applied for an opinion letter from the IRS to approve the
respective forms of the EQUI-VEST(R) At Retirement/SM/ traditional and Roth IRA
contracts for use as a traditional and Roth IRA, respectively. Such IRS
approval is a determination only as to the form of the annuity and does not
represent a determination of the merits of the annuity as an investment.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

You can cancel any version of the EQUI-VEST(R) At Retirement/SM/ 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 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. Generally, individuals may make three
different types of contributions to purchase a traditional IRA or as additional
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").

This IRA may be funded through direct transfer of funds only and not through
regular or rollover contributions.

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.

Except as discussed below, the total amount of any distribution from a
traditional IRA must be included in your gross income as ordinary income. We
report all payments from traditional IRA contracts on IRS Form 1099-R.

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
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 excess contributions, under
    technical income tax rules; or

..   the entire amount received is rolled over to another traditional IRA or
    other eligible retirement plan which agrees to accept the funds.

                                      47

                                TAX INFORMATION







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. We call this the "one-per-year limit." It is the IRA
owner's responsibility to determine if this rule is met. 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 ROLLOVER 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.

ROLLOVERS TO ELIGIBLE RETIREMENT PLANS

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, TSA 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 roll-over.

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. Please see your tax adviser for more information.

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY


Specified distributions from IRAs directly transferred to charitable
organizations have been tax-free to IRA owners age 701/2 or older in past
years. This is a temporary provision and must be extended by Congress to be in
effect for a particular year. In past years Congress has sometimes extended
this provision retroactively. You can direct AXA Equitable to make a
distribution directly to a charitable organization you request whether or not
such distribution might be eligible for favorable tax treatment. If favorable
tax treatment is important to you, you should check with your own tax advisor
to see if this provision is in effect before you request a charitable direct
transfer from your IRA.


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 minimum income benefits and enhanced death
benefits. This could increase the amount required to be distributed from these
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 1 - April 1). 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

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                                TAX INFORMATION






option or an account-based withdrawal option such as our "required minimum
distribution (RMD) automatic withdrawal options." 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, if you are taking account-based withdrawals from all of your traditional
IRAs, 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.

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.

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.

SUCCESSOR OWNER AND ANNUITANT

If your spouse is the sole primary beneficiary and elects to become the
successor owner and annuitant, 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.

SPOUSAL CONTINUATION

If the contract is continued under spousal continuation then 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

                                      49

                                TAX INFORMATION






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

..   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 payments
    made under the Guaranteed withdrawal benefit for life's Maximum or
    Customized payment plan or taken as lump sums 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.

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 IRAs."

The EQUI-VEST(R) At Retirement/SM/ 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

Generally, individuals may make four different types of contributions to
purchase a Roth IRA or as later additions to an existing 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

..   tax-free direct custodian-to-custodian transfers from other Roth IRAs
    ("direct transfers").

This Roth IRA may be funded only through direct transfer of funds and not
through regular Roth IRA contributions or rollover contributions. Also, if the
funds are originally in a traditional IRA, you must convert to Roth IRA in your
original EQUI-VEST(R) contract before you apply the funds to an EQUI-VEST(R) At
Retirement/SM/ contract.

RECHARACTERIZATIONS

Generally, 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. Any recharacterization of a Roth IRA contribution to a
traditional IRA contribution, if available, must be done in the original
EQUI-VEST(R) Roth IRA contract and not in the EQUI-VEST(R) At Retirement/SM/
contract.

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.


You may roll over amounts from one Roth IRA to another Roth IRA if you complete
the transaction within 60 days of when you receive the funds. 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. We call this the "one-per-year limit." It is the Roth IRA owner's
responsibility to determine if this rule is met. Trustee-to-trustee or
custodian-to-custodian direct transfers can be made more frequently than once a
year.


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.

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

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                                TAX INFORMATION







..   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 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.

EARLY DISTRIBUTION PENALTY TAX

Same as traditional IRA.

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

This section of this prospectus 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)". If the rules are the same as those that apply to another
kind of contract, for example, traditional IRA contracts, we will refer you to
the same topic under "traditional IRAs."

--------------------------------------------------------------------------------
THE DISCLOSURE GENERALLY ASSUMES THAT THE TSA HAS 403(B) CONTRACT STATUS OR
QUALIFIES AS A 403(B) CONTRACT. DUE TO INTERNAL REVENUE SERVICE AND TREASURY
REGULATORY CHANGES IN 2007 WHICH BECAME FULLY EFFECTIVE ON JANUARY 1, 2009,
CONTRACTS ISSUED PRIOR TO 2009 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 TAKES 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.
--------------------------------------------------------------------------------

FINAL REGULATIONS UNDER SECTION 403(B)

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. These rules became fully effective on January 1, 2009, but various
transition rules apply beginning in 2007. There are still a number of
uncertainties regarding the application of these rules. The 2007 Regulations
raise a number of questions as to the effect of the 2007 Regulations on 403(b)
TSA contracts 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.

PERMISSIBLE INVESTMENTS. The 2007 Regulations retain the rule that there are
generally two types of investments available to fund 403(b) plans -- an annuity
contract under Section 403(b)(1) of the Internal Revenue Code or a custodial
account that invests only in

                                      51

                                TAX INFORMATION






mutual funds and which is treated as an annuity contract under
Section 403(b)(7) of the Code. Both types of 403(b) funding vehicles qualify
for tax deferral.

EMPLOYER PLAN REQUIREMENT. The thrust of the 2007 Regulations is to require a
written plan document for section 403(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.

As part of this process, the sponsoring employer designates the insurance
companies or mutual fund companies to which it will make contributions to
purchase 403(b) annuity contracts or 403(b)(7) custodial accounts under its
403(b) plan. These companies are typically referred to as "approved providers"
or "approved vendors" under the employer's 403(b) plan, although such terms are
not used in the 2007 Regulations. If AXA Equitable is not an approved provider
under an employer's 403(b) plan, active participants in that employer's plan
may have to transfer funds from their EQUI-VEST(R) TSA contracts to another
403(b) plan funding vehicle in a contract exchange under the same plan in order
to avoid significant limitations under the 403(b) plan for transactions on the
contract.

ALTHOUGH IT IS NOT CLEAR UNDER THE 2007 REGULATIONS, IT APPEARS THAT
(I) ANNUITY CONTRACTS ISSUED TO EMPLOYEES TERMINATING EMPLOYMENT OR RETIRING
FROM SERVICE WITH THE EMPLOYER WHICH PROVIDED THE FUNDS MAY NOT BE CONSIDERED
AS 403(B) ANNUITY CONTRACTS IF NO LONGER PART OF THE EMPLOYER'S PLAN, OR
(II) EVEN IF SUCH CONTRACTS RETAIN 403(B) STATUS (SO THAT AMOUNTS CAN BE ROLLED
OVER INTO ANOTHER ELIGIBLE RETIREMENT PLAN WHICH AGREES TO ACCEPT THE FUNDS),
TRANSACTIONS MAY BE LIMITED. FOR THIS REASON YOU SHOULD DISCUSS WITH YOUR TAX
ADVISER WHETHER YOU SHOULD PURCHASE AN EQUI-VEST(R) AT RETIREMENT/SM/ TSA
CONTRACT OR RETAIN A PREVIOUSLY-PURCHASED CONTRACT, OR INSTEAD ROLL IT OVER
INTO ANOTHER ELIGIBLE RETIREMENT PLAN WHICH WILL ACCEPT THE FUNDS, SUCH AS A
TRADITIONAL IRA.


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) contract to another, without
reportable taxable income to the individual. Under the 2007 Regulations and
other IRS published guidance, direct transfers made after September 24, 2007
may still be permitted with plan or employer approval as described below.


EFFECT OF THE 2007 REGULATIONS ON CONTRIBUTIONS TO THE EQUI-VEST(R) AT
RETIREMENT/SM/ TSA CONTRACT

Because the EQUI-VEST(R) At Retirement/SM/ TSA contract (i) was designed to be
purchased through an individual-initiated, Rev. Rul. 90-24 tax-free direct
transfer of funds from one 403(b) arrangement to another and (ii) does not
accept employer-remitted contributions, contributions to an EQUI-VEST(R) At
Retirement/SM/ TSA contract are extremely limited as described below.
EQUI-VEST(R) At Retirement/SM/ TSA contracts issued pursuant to a Rev. Rul.
90-24 direct transfer where applications and all transfer paperwork were
received by our processing office in good order prior to September 25, 2007 are
generally "grandfathered" as to 403(b) status. However, future transactions
such as loans and distributions under such "grandfathered" contracts may result
in adverse tax consequences to the owner unless the contracts are or become
part of the employer's 403(b) plan, or the employer enters into an information
sharing agreement with us.

DIRECT TRANSFER CONTRIBUTIONS

A tax-free direct transfer occurs when changing the 403(b) plan funding
vehicle, even if there is no distributable event. Under a direct transfer a
plan participant does not receive a distribution.

The 2007 Regulations provide for two types of direct transfers between 403(b)
funding vehicles: "plan-to-plan transfers" and "contract exchanges within the
same 403(b) plan". 403(b) plans do not have to offer these options. A
"plan-to-plan transfer" must meet the following conditions: (i) both the source
403(b) plan and the recipient 403(b) plan permit plan-to-plan transfers;
(ii) the transfer from one 403(b) plan to another 403(b) plan is made for a
participant (or beneficiary of a deceased participant) who is an employee or
former employee of the employer sponsoring the recipient 403(b) plan; (iii)
immediately after the transfer the accumulated benefit of the participant (or
beneficiary) whose assets are being transferred is at least equal to the
participant's (or beneficiary's) accumulated benefit immediately before the
transfer; (iv) the recipient 403(b) plan imposes distribution restrictions on
transferred amounts at least as stringent as those imposed under the source
403(b) plan; and (v) if the plan-to-plan transfer is not a complete transfer of
the participant's (or beneficiary's) interest in the source 403(b) plan, the
recipient 403(b) plan treats the amount transferred as a continuation of a pro
rata portion of the participant's (or beneficiary's) interest in the source
403(b) plan (for example with respect to the participant's interest in any
after-tax employee contributions).

A "contract exchange within the same 403(b) plan" must meet the following
conditions: (i) the 403(b) plan under which the contract is issued must permit
contract exchanges; (ii) immediately after the exchange the accumulated benefit
of the participant (or beneficiary of a deceased participant) is at least equal
to the participant's (or beneficiary's) accumulated benefit immediately before
the exchange (taking into account the accumulated benefit of that participant
(or beneficiary) under both section 403(b) contracts immediately before the
exchange); (iii) the contract issued in the exchange is subject to distribution
restrictions with respect to the participant that are not less stringent than
those imposed on the contract being exchanged; and (iv) the employer sponsoring
the 403(b) plan and the issuer of the contract issued in the exchange agree to
provide each other with specified information from time to time in the future
("an information sharing agreement"). The shared information is designed to
preserve the requirements of Section 403(b), primarily to comply with loan
requirements, hardship withdrawal rules, and distribution restrictions.

We currently do not offer a 403(b) contract for a beneficiary of a deceased
participant as discussed above.

SPECIAL RULE FOR ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS AFTER AGE
70 1/2. The amount of any direct transfer contributions made to a 403(b)
annuity contract must be net of the required minimum distribution for the tax
year in which the contract is issued if the owner is at least age 70 1/2 in the
calendar year the contribution is made, and has retired from service with the
employer who sponsored the plan or provided the funds to purchase the 403(b)
annuity contract which is the source of the contribution.

DISTRIBUTIONS FROM TSAS

GENERAL. Certain amounts under a 403(b) TSA contract may be restricted from
withdrawal but these restrictions do not apply after

                                      52

                                TAX INFORMATION






severance from employment with the employer who provided the funds to purchase
the contract. The EQUI-VEST(R) At Retirement/SM/ TSA contract is available for
purchase only to TSA participants who are no longer employed with the employer
who provided the funds for the purchase of the original EQUI-VEST(R) TSA
contract. Prior to the 2007 Regulations, restrictions on distributions which
generally apply to certain amounts in TSAs did not apply to loans, withdrawals
or other payments for such severed-from-employment individuals. Generally,
after the 2007 Regulations, employer or plan administrator consent is required
for loan, withdrawal or distribution transactions under a 403(b) annuity
contract. It is not clear how the 2007 Regulations affect post-separation from
service contract withdrawals from the EQUI-VEST(R) At Retirement/SM/ TSA.
Processing of a requested transaction will not be completed pending receipt of
information required to process the transaction under an information sharing
agreement between AXA Equitable and the employer sponsoring the plan.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs 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 TSAs are includable in
gross income as ordinary income. (For example, there is a limited exclusion
from gross income for distributions used to pay qualified health insurance
premiums of an eligible retired public safety officer from eligible
governmental employer 403(b) plans.) Distributions from TSAs may be subject to
20% federal income tax withholding. See "Federal and state income tax
withholding and information reporting" later in this section. In addition, TSA
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 we currently do not accept
after-tax funds, we do not track your investment in the contract, if any. We
will report all distributions from this TSA as fully taxable. It is your
responsibility to determine how much of the distribution is taxable.
EQUI-VEST(R) At Retirement/SM/ TSA is not available if you have made designated
Roth contributions to your original EQUI-VEST(R) TSA contract.

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 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. 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, as well as other
annuitization payments that are based on the annuitant's life or life
expectancy, are considered annuity payments for tax purposes. If you elect an
annuity payout option, you will recover any investment in the contract as each
payment is received by dividing the investment in the 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 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 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 generally receive the same tax treatment as distributions during your
lifetime. In some instances, distributions from a TSA 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 roll over a TSA 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. Loan processing may be delayed pending receipt of information
required to process the loan under an information sharing agreement. Processing
of a loan request will not be completed pending receipt of information required
to process the transaction under an information sharing agreement between AXA
Equitable and the employer sponsoring the plan.

If loans are available:

You may take loans from a TSA unless you have elected GWBL. However,
particularly if you have recently been severed from employment, you may need to
consult with your former employer concerning loan balance history in order to
take a loan from the EQUI-VEST(R) At Retirement/SM/ TSA contract.

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, including unpaid interest, 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 by TSAs 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:

..   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 twelve
    months over the outstanding loan balance of plan loans on the date the loan
    was made. Governmental employer EDC plans and 403(b) plans are included in
    "all qualified plans of the employer" for this purpose. Also, for the
    purposes of calculating any subsequent loans which may be made under any
    plan of the same employer, a defaulted loan is treated as still outstanding
    even after the default is reported to the IRS. The amount treated as
    outstanding (which limits any subsequent loan) includes interest on the
    unpaid balance.

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                                TAX INFORMATION







..   In general, the term of the loan cannot exceed five years unless the loan
    is used to acquire the participant's primary residence. EQUI-VEST(R) At
    Retirement/SM/ TSA contracts have a term limit of 10 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 with respect to an EQUI-VEST(R) At Retirement/SM/ contract
and not repaid may be treated as a distribution if:

..   the loan does not qualify under the conditions above; or

..   the participant fails to repay the interest or principal when due.

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.

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 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 traditional inherited IRA under certain circumstances.

Distributions from a 403(b) annuity contract can be rolled over to a Roth IRA.
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 that are: (1) contract exchanges under the same 403(b) plan,
(2) direct 403(b) plan-to-403(b) plan transfers, or (3) used to purchase
permissive service credits under a retirement plan are not distributions.

REQUIRED MINIMUM DISTRIBUTIONS

Generally the same as traditional IRA 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 TSAs 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 who provided the funds for the TSA 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. (This exception is unlikely to apply as severance from
    employment from the employer who provided the funds to purchase the
    original EQUI-VEST(R) TSA contract is a condition for purchasing the
    EQUI-VEST(R) At Retirement/SM/ TSA contract.)

..   403(b) plan participants may also delay the start of required minimum
    distributions to age 75 of the portion of their account value attributable
    to their December 31, 1986, TSA account balance, even if retired at age
    70 1/2. We will know whether or not you qualify for this exception because
    it applies only to people who purchase their EQUI-VEST(R) At Retirement/SM/
    TSA contract by direct transfers. The information we have from your
    original EQUI-VEST(R) contract carries over.

SPOUSAL CONSENT RULES

If your original EQUI-VEST(R) TSA is subject to ERISA, your purchase of
EQUI-VEST(R) At Retirement/SM/ TSA contract is subject to prior spousal
consent. Your spouse must sign the Conversion Acknowledgment Form. 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.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA 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 payments
    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.

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                                TAX INFORMATION








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.


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 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 includable 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 United States citizens residing outside of
the United States, foreign recipients, and certain U. S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status and number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

For a non-periodic distribution (total surrender or partial withdrawal), we
generally withhold at a flat 10% rate. We apply that rate to the taxable amount
in the case of nonqualified contracts, and to 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.

If a non-periodic distribution from a TSA is not an eligible rollover
distribution then the 10% withholding rate also applies.

MANDATORY WITHHOLDING FROM ELIGIBLE ROLLOVER DISTRIBUTIONS

Unless the distribution is directly rolled over to another eligible retirement
plan, eligible rollover distributions from TSAs are subject to mandatory 20%
withholding. See "Distributions from TSAs" earlier in this prospectus. No
election out of withholding is permitted. An eligible rollover distribution
from a TSA can be rolled over to another eligible retirement plan, including an
IRA.

All distributions from a TSA are eligible rollover distributions unless they
are on the following list of exceptions:

..   any distributions which 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 the plan
    participant's life (or life expectancy) or the joint lives (or joint life
    expectancies) of the plan participant (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

..   a death benefit payment to a beneficiary who is not the plan participant's
    surviving spouse; or

..   a qualified domestic relations order distribution to a beneficiary who is
    not the plan participant's current spouse or former spouse.

A death benefit payment to the plan participant's surviving spouse, or a
qualified domestic relations order distribution to the plan participant's
current or former spouse, may be a distribution subject to mandatory 20%
withholding.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.

                                      55

                                TAX INFORMATION





8. More information

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

ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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 A 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
A that represent our investments in Separate Account A or that represent fees
and charges under the contracts that we have earned. The results of Separate
Account A'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 A. However, the obligations themselves
are obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A that is
available under the contract 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 A, 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 A 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 A or a
   variable investment option directly);

(5)to deregister Separate Account A under the Investment Company Act of 1940;

(6)to restrict or eliminate any voting rights as to Separate Account A;

(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 close a variable investment option to new contributions or transfers; and

(9)to limit the number of variable investment options which you may elect.

If the exercise of these rights results in a material change in the underlying
investment of Separate Account A, you will be notified of such exercise, as
required by law.

ABOUT THE TRUST

The Trust is registered under the Investment Company Act of 1940. It is
classified as "open-end management investment companies," more commonly called
mutual funds. The Trust issues different shares relating to each portfolio.

The Board of Trustees of the Trust serves for the benefit of the Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for the Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan and other aspects of its operations, appears in
the prospectuses for the 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.

The rates to maturity are determined weekly. The rates in the table below are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained from TOPS or Online
Account Access or your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2015            3.00%/(1)/      $99.05
-------------------------------------------------------
      2016            3.00%/(1)/      $96.16
-------------------------------------------------------
      2017            3.00%/(1)/      $93.36
-------------------------------------------------------
      2018            3.00%/(1)/      $90.64
-------------------------------------------------------



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-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2019            3.00%/(1)/      $88.00
-------------------------------------------------------
      2020            3.00%/(1)/      $85.43
-------------------------------------------------------
      2021            3.00%/(1)/      $82.94
-------------------------------------------------------
      2022            3.00%/(1)/      $80.52
-------------------------------------------------------
      2023            3.00%/(1)/      $78.18
-------------------------------------------------------
      2024              3.05%         $75.55
-------------------------------------------------------






(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 (up or
down) 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.

   (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 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.
--------------------------------------------------------------------------------

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. See Appendix II 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 in accordance with
our procedures then in effect. We reserve the right to add up to 0.50% 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 have no specific formula for establishing the rates to maturity for 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.

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

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

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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.

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
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.

..   A loan request under your 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.

CONTRIBUTIONS AND TRANSFERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to the guaranteed interest option will receive the
    crediting rate in effect on that business day for the specified time period.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers to the guaranteed interest option will receive the crediting rate
    in effect on that business day for the specified time period.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For the fixed-dollar option, the first monthly transfer will occur on the
    last business day of the month in which we receive your election form at
    our processing office.

..   For the interest sweep, 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.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

ABOUT YOUR VOTING RIGHTS

As the owner of the shares of the Trust 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 the
    Trust; or

..   any other matters described in the prospectus for the Trust or requiring a
    shareholders' vote under the Investment Company Act of 1940.


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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 Trust sells its 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. EQ Advisors Trust also sells its shares to the trustee of a
qualified plan for AXA Equitable. We currently do not foresee any disadvantages
to our policyowners arising out of these arrangements. However, the Board of
Trustees or Directors of the Trust intend 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 policyowners, we will see to it that appropriate
action is taken to do so.

SEPARATE ACCOUNT A 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.

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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among other things, the theft,
misuse, corruption and destruction of data maintained online or digitally,
denial of service attacks on websites and other operational disruption and
unauthorized release of confidential customer information. Cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your Contract Value. For instance, cyber-attacks may
interfere with our processing of contract transactions, including the
processing of orders from our website or with the underlying funds, impact our
ability to calculate AUVs, cause the release and possible destruction of
confidential customer or business information, impede order processing, subject
us and/or our service providers and intermediaries to regulatory fines and
financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your Contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your Contract due to cyber-attacks or information
security breaches in the future.


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 A, nor would any of these
proceedings be likely to have a material adverse effect upon Separate Account
A, our ability to meet our obligations under the contracts, or the distribution
of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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 (800) 628-6673.

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. We may refuse to process a change of ownership of
an NQ contract to an entity without appropriate documentation of status on IRS
Form W-9 (or, if IRS Form W-9 cannot be provided because the entity is not a
U.S. entity, on the appropriate type of Form W-8).

For NQ contracts only, subject to regulatory approval, if you elected the
Guaranteed minimum death benefit, Guaranteed minimum income benefit and/or GWBL
("Benefit"), generally the Benefit will automatically terminate if you change
ownership of the contract or if you assign the


                                      59

                               MORE INFORMATION






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 V later in
this prospectus for any state variations with regard to terminating any
benefits under your contract.

You cannot assign or transfer ownership of IRA or TSA contracts except by
surrender to us. Loans are not available and you cannot assign IRA contracts as
security for a loan or other obligation. Loans are generally available under a
TSA contract.

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 or TSA contract to
another similar arrangement under federal income tax rules.

DISTRIBUTION OF THE CONTRACTS

The contracts are distributed by AXA Advisors, LLC ("AXA Advisors"). AXA
Advisors serves as a principal underwriter of Separate Account A. The offering
of the contracts is intended to be continuous.

AXA Advisors is an affiliate of AXA Equitable. AXA Advisors is under the common
control of AXA Financial, Inc. Its principal business address is 1290 Avenue of
the Americas, New York, NY 10104. It is registered with the SEC as a
broker-dealer and is a member of the Financial Industry Regulatory Authority,
Inc. ("FINRA"). AXA Advisors is also a distributor 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 AXA
Advisors ("Selling broker-dealers").

AXA Equitable pays compensation to AXA Advisors based on contracts sold. AXA
Equitable may also make additional payments to AXA Advisors. 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 AXA Advisors 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 0.10% 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. 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.

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 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.

                                      60

                               MORE INFORMATION





9. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2014 (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.

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.com.

                                      61

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE






Appendix I: Condensed financial information

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

The following table shows the unit values and the number of outstanding units
for each variable investment option on the last business day of the periods
shown. The information presented is shown for the past ten years, or from the
first year the particular contracts were offered if less than ten years ago.


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.30%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





----------------------------------------------------------------------------------------
                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------
                                          2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------
                                                               
 AXA BALANCED STRATEGY
----------------------------------------------------------------------------------------
   Unit value                            $110.42 $119.94 $115.55 $123.78 $138.86 $143.08
----------------------------------------------------------------------------------------
   Number of units outstanding (000's)        38     139     238     330     440     489
----------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
----------------------------------------------------------------------------------------
   Unit value                            $109.22 $117.67 $114.53 $121.18 $132.18 $135.44
----------------------------------------------------------------------------------------
   Number of units outstanding (000's)         7      20      34      53      57      57
----------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
----------------------------------------------------------------------------------------
   Unit value                            $105.43 $111.64 $110.98 $114.45 $117.91 $119.41
----------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3      10      18      23      24      24
----------------------------------------------------------------------------------------





                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION





Appendix II: 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 June 15, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





-------------------------------------------------------------------------------------------------------------------------
                                                                             HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                              ON JUNE 15, 2019
                                                                             --------------------------------------------
                                                                                2%                   6%
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) market adjusted amount/(b)/                                              $126,455             $108,409
-------------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                               $116,998             $116,998
-------------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) - (2)                                       $  9,457             $ (8,589)
-------------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)]                                                        $  3,739             $ (3,961)
-------------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 - (4)  $ 46,261             $ 53,961
-------------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) - $50,000                                     $ 76,455             $ 58,409
-------------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) - (5)                                         $ 70,738             $ 63,037
-------------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                      $ 82,762             $ 73,752
-------------------------------------------------------------------------------------------------------------------------



You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (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        =               $136,886               where j is either 2% or 6%
----------------------          -----------------------------
(1+j)/(D/365)/                   (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value        =               $136,886
----------------------          -----------------------------
(1+h)/(D/365)/                  (1+0.04)/(1,461/365)/

(d)Maturity value is based on the following calculation:

   Fixed maturity amount x (1+h)/(D/365) /= ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     II-1

                 APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix III: 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. Assuming
$100,000 is allocated to the variable investment options with no allocation to
the guaranteed interest option or the fixed maturity options, no subsequent
contributions, no transfers, no withdrawals and no loans under a TSA contract,
the enhanced death benefit for an owner age 55 would be calculated as follows:



--------------------------------------------------------------------------------------------------
                                     6% ROLL-UP TO AGE 85  ANNUAL RATCHET TO AGE 85     GWBL
END OF CONTRACT YEAR  ACCOUNT VALUE     BENEFIT BASE            BENEFIT BASE         BENEFIT BASE
--------------------------------------------------------------------------------------------------
                                                                         
         1              105,000            106,000                 105,000             105,000
--------------------------------------------------------------------------------------------------
         2              115,500            112,360                 115,500             115,500
--------------------------------------------------------------------------------------------------
         3              129,360            119,102                 129,360             129,360
--------------------------------------------------------------------------------------------------
         4              103,488            126,248                 129,360             135,828
--------------------------------------------------------------------------------------------------
         5              113,837            133,823                 129,360             142,296
--------------------------------------------------------------------------------------------------
         6              127,497            141,852                 129,360             148,764
--------------------------------------------------------------------------------------------------
         7              127,497            150,363                 129,360             155,232
--------------------------------------------------------------------------------------------------


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 death benefit is the current
   account value.

(2)At the end of contract years 4 through 7, the death benefit is the 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 THE 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./(1)/

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.


----------
(1)At the end of contract years 4 through 7, the death benefit will be the
   enhanced death benefit. At the end of contract years 1, 2 and 3, the death
   benefit will be the current account value.

                                     III-1

                 APPENDIX III: ENHANCED DEATH BENEFIT EXAMPLE





Appendix IV: 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 and the Guaranteed minimum income benefit
under certain hypothetical circumstances for an EQUI-VEST(R) At Retirement/SM/
contract. The table illustrates the operation of a contract based on a male,
issue age 60, who makes a single $100,000 contribution to variable investment
options that roll-up at 6% only 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 the EQUI-VEST(R) At Retirement/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 and the Guaranteed minimum income benefit
features. 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 and the Annual Ratchet to age 85 Guaranteed minimum death
benefit charge and the Guaranteed minimum income benefit 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 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 0.10%, and (2) an assumed
average asset charge for all other expenses of the underlying portfolios
equivalent to an effective annual rate of 0.70% 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 contract values
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. For new business, we will furnish you with a personalized
illustration upon request.


                                     IV-1

                    APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS






ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM
BENEFITS

VARIABLE DEFERRED ANNUITY
EQUI-VEST(R) AT RETIREMENT/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





                                             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                      INCOME BENEFIT     INCOME BENEFIT
AGE   YEAR    ACCOUNT VALUE    CASH VALUE    MINIMUM DEATH BENEFIT TOTAL DEATH 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     96,325 102,325  96,325 102,325 106,000    106,000    106,000   106,000      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
62      2     92,657 104,655  92,657 104,655 112,360    112,360    112,360   112,360      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
63      3     88,991 106,987  88,991 106,987 119,102    119,102    119,102   119,102      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
64      4     85,321 109,313  85,321 109,313 126,248    126,248    126,248   126,248      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
65      5     81,643 111,631  81,643 111,631 133,823    133,823    133,823   133,823      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
66      6     77,952 113,932  77,952 113,932 141,852    141,852    141,852   141,852      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
67      7     74,240 116,211  74,240 116,211 150,363    150,363    150,363   150,363      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
68      8     70,503 118,460  70,503 118,460 159,385    159,385    159,385   159,385      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
69      9     66,735 120,672  66,735 120,672 168,948    168,948    168,948   168,948      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
70     10     62,928 122,838  62,928 122,838 179,085    179,085    179,085   179,085   10,584    10,584   10,584    10,584
-----------------------------------------------------------------------------------------------------------------------------
75     15     43,076 132,625  43,076 132,625 239,656    239,656    239,656   239,656   15,362    15,362   15,362    15,362
-----------------------------------------------------------------------------------------------------------------------------
80     20     21,121 139,486  21,121 139,486 320,714    320,714    320,714   320,714   21,841    21,841   21,841    21,841
-----------------------------------------------------------------------------------------------------------------------------
85     25          0 141,209       0 141,209       0    429,187          0   429,187   39,700    39,700   39,700    39,700
-----------------------------------------------------------------------------------------------------------------------------
90     30          0 140,075       0 140,075       0    429,187          0   429,187      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
95     35          0 138,719       0 138,719       0    429,187          0   429,187      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.

                                     IV-2

                    APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS





Appendix V: State contract availability and/or variations of certain features
and benefits

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

The following information is a summary of the states where the EQUI-VEST(R) At
Retirement/SM/ contract 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.

STATES WHERE CERTAIN EQUI-VEST(R) AT RETIREMENT/SM/ 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 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
                                                EQ/Money Market option (and/or
                                                guaranteed interest option), the
                                                amount of your refund will be
                                                equal to your contribution less
                                                interest, 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 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.
---------------------------------------------------------------------------------
DELAWARE      See "Contract features and        Fixed maturity options are not
              benefits"--"Fixed maturity        available.
              options"
---------------------------------------------------------------------------------
FLORIDA       See "Your right to cancel within  If you reside in the state of
              a certain number of days" in      Florida, you may cancel your
              "Contract features and benefits"  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 greater of the cash
                                                sur-render value provided in the
                                                annuity contract, plus any fees
                                                or charges deducted from the
                                                contributions or imposed under
                                                the contract, or a refund of all
                                                contributions paid.
---------------------------------------------------------------------------------
KANSAS        See "Payment of death             The default beneficiary must be
              benefit"--"Your beneficiary and   the owner's estate.
              payment benefit"
---------------------------------------------------------------------------------
NORTH DAKOTA  See "Your right to cancel within  To exercise this cancellation
              a certain number of days"         right you must mail the
                                                contract, with a signed letter
                                                of instructions electing this
                                                right, to our processing office
                                                within 20 days after you receive
                                                it.
---------------------------------------------------------------------------------
PENNSYLVANIA  See "Contract features and        Fixed maturity options are not
              benefits"--"Fixed maturity        available.
              options"

              See "Accessing your money"--      Taking a loan in excess of the
              "Loans under TSA contracts"       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.
---------------------------------------------------------------------------------


                                      V-1

 APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS








--------------------------------------------------------------------------------
 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------
                                         
PUERTO RICO  See "Taxation of nonqualified     Income from NQ contracts we
             annuities" under "Tax             issue is U.S. source. A Puerto
             information."                     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. We
                                               anticipate requiring owners or
                                               beneficiaries of annuity
                                               contracts in Puerto Rico that
                                               are not individuals to document
                                               their status to avoid 30% FATCA
                                               withholding from U.S.-source
                                               income beginning in 2014.
--------------------------------------------------------------------------------
WASHINGTON   See "Contract features and
             benefits"

             .   "Guaranteed interest option"  .   The guaranteed interest
                                                   option is not available.

             .   "Fixed maturity options"      .   Fixed maturity options are
                                                   not available.

             .   "Guaranteed minimum death     .   For the Greater of the
                 benefit and Guaranteed            Annual Ratchet to age 85 or
                 minimum income benefit base"      Roll-Up to age 85 death
                 -- 6% Roll-Up to age 85           benefit, the roll up is 4%
                 (used for the Greater of the      (instead of 6%).
                 6% Roll-Up to age 85 or the
                 Annual Ratchet to age 85
                 enhanced death benefit AND
                 for the Guaranteed minimum
                 income benefit

             .   "Guaranteed minimum death     .   The death benefit reset may
                 benefit/Guaranteed minimum        only occur if the account
                 income benefit roll-up            value on the contract
                 benefit base reset."              anniversary is greater than
                                                   the 6% roll to age 85 GMIB
                                                   benefit base. Both roll-up
                                                   benefit bases get reset to
                                                   the account value. The 4%
                                                   roll-up continues on to age
                                                   85 on the reset death
                                                   benefit.

             See "Accessing your               .   The Income Manager/SM/
             money"--"Your annuity payout          payout annuity is not
             options,""Income Manager/SM/          available.
             payout options"
--------------------------------------------------------------------------------


                                      V-2

 APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                         2

Calculating unit values                                       2

Custodian and independent registered public accounting firm   2

Distribution of the Contracts                                 2

Financial statements                                          2


HOW TO OBTAIN AN EQUI-VEST/SM/ AT RETIREMENT/SM/ STATEMENT OF ADDITIONAL
INFORMATION FOR
SEPARATE ACCOUNT A

Call (800) 628-6673 or send this request form to:
  EQUI-VEST(R) At Retirement/SM/
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) At Retirement/SM/ SAI for SEPARATE
ACCOUNT A dated May 1, 2015.
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                                                        #792710

                                                 EQUI-VEST(R) At Retirement/SM/





EQUI-VEST(R) At Retirement/SM/

A combination variable and fixed deferred annuity contract


PROSPECTUS DATED MAY 1, 2015


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. YOU SHOULD READ THE PROSPECTUSES FOR THE TRUST
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.

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

WHAT IS EQUI-VEST(R) AT RETIREMENT/SM/?

EQUI-VEST(R) At Retirement/SM/ 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 or fixed maturity options ("investment
options"). There is no withdrawal charge under the 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 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 contract should also be read carefully.
You have the right to cancel the contract within a certain number of days after
receipt of the contract.

Certain features and benefits described in this prospectus may vary in your
state; all features and benefits may not be available in all contracts or in
all states. Please see Appendix V 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 be
available at the time you purchase 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 after
you purchase the contract.

VARIABLE INVESTMENT OPTIONS/(1)/
BALANCED/HYBRID
.. AXA Balanced Strategy
.. AXA Conservative Growth Strategy
.. AXA Conservative Strategy
--------------------------------------------------------------------------------
(1)If you purchased your contract before approximately July 20, 2009, these
   variable investment options are not available to you. Please see the current
   supplement to your prospectus, which describes the variable investment
   options that are available to you.

You may allocate amounts to any of the variable investment options. At any
time, we have the right to terminate any future contributions. Each variable
investment option is a subaccount of Separate Account A . Each variable
investment option, in turn, invests in a corresponding securities portfolio of
EQ Advisors Trust (the "Trust"). 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 options, which are discussed later in this prospectus.

TYPES OF CONTRACTS. For existing EQUI-VEST(R) contract owners, we offer the
EQUI-VEST(R) At Retirement/SM/ contract for use as:

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

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

..   An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA")
    (contract must continue to be part of a 403(b) plan).

In order to purchase an EQUI-VEST(R) At Retirement/SM/ contract, your initial
contribution must be at least $50,000 and must come from the transfer of the
cash value of an EQUI-VEST(R) series variable annuity contract that you
currently own under which withdrawal charges no longer apply. The eligible
EQUI-VEST(R) contract types are traditional IRA (including our product
designated QP IRA), Roth IRA, NQ, TSA (contract must continue to be part of a
403(b) plan) and the same type of IRA and NQ offered in EQUI-VEST(R)
Express/SM/. The transfer of cash value will constitute a termination of that
particular EQUI-VEST(R) contract. You cannot purchase an EQUI-VEST(R) At
Retirement/SM/ contract if a rollover or direct transfer contribution into your
eligible EQUI-VEST(R) contract has occurred within two EQUI-VEST(R) contract
years before your purchase of an EQUI-VEST(R) At Retirement/SM/ contract.
Additionally, you must be age 55 or older (subject to maximum issue age
limitations) and, for TSA contracts, no longer employed by the employer who
provided the funds for the purchase of your EQUI-VEST(R) contract. However, the
contract must continue to be a part of a 403(b) plan. We also offer direct
rollovers to IRAs for TSA contracts.

Subject to certain conditions and contribution limitations as described in the
above paragraphs, additional EQUI-VEST(R) traditional IRA contract types may be
eligible for replacement with this contract. The additional eligible
EQUI-VEST(R) contract types are:

Employer-funded traditional individual retirement annuities ("IRAs"):

..   A simplified employee pension plan ("SEP") sponsored by an employer.

..   SEPs funded by salary reduction arrangements ("SARSEPs") for plans
    established by employers before January 1, 1997.

..   SIMPLE IRAs funded by employee salary reduction and employer contributions.

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.


                                                    EQUI-VEST At Retirement/SM/
                                                                   ('04)(IF/NB)
                                                                        #792904








--------------------------------------------------------------------------------
THE "CONTRACT DATE" IS THE EFFECTIVE DATE OF A CONTRACT. THIS IS THE BUSINESS
DAY WE RECEIVE THE PROPERLY COMPLETED AND SIGNED APPLICATION, ALONG WITH ANY
OTHER REQUIRED DOCUMENTS, AND YOUR INITIAL CONTRIBUTION IS TRANSFERRED FROM
YOUR EQUI-VEST(R) OR EQUI-VEST(R) EXPRESS/SM/ CONTRACT. 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.
--------------------------------------------------------------------------------


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, 2015, 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 4956, Syracuse, NY 13221-4956 or calling
(800) 628-6673. The SAI has been 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?                               6
             How to reach us                                     7
             EQUI-VEST(R) At Retirement/SM /at a glance -- key
               features                                          9

             ------------------------------------------------------
             FEE TABLE                                          11
             ------------------------------------------------------

             Example                                            12
             Condensed financial information                    12

             ------------------------------------------------------
             1. CONTRACT FEATURES AND BENEFITS                  13
             ------------------------------------------------------
             How you can purchase and contribute to your
               contract                                         13
             Owner and annuitant requirements                   14
             How you can make your contributions                14
             What are your investment options under the
               contract?                                        14
             Portfolios of the Trust                            15
             Allocating your contributions                      18
             Guaranteed minimum death benefit and Guaranteed
               minimum income benefit base                      18
             Annuity purchase factors                           19
             Guaranteed minimum income benefit option ("GMIB")  19
             Guaranteed minimum death benefit                   22
             Guaranteed benefit offers                          22
             Your right to cancel within a certain number of
               days                                             22

             ------------------------------------------------------
             2. DETERMINING YOUR CONTRACT'S VALUE               24
             ------------------------------------------------------
             Your account value and cash value                  24
             Your contract's value in the variable investment
               options                                          24
             Your contract's value in the guaranteed interest
               option                                           24
             Your contract's value in the fixed maturity
               options                                          24
             Insufficient account value                         24

             ------------------------------------------------------
             3. TRANSFERRING YOUR MONEY AMONG INVESTMENT
               OPTIONS                                          25
             ------------------------------------------------------
             Transferring your account value                    25
             Disruptive transfer activity                       26
             Dollar cost averaging                              27
             Our administrative procedures for calculating
               your Roll-Up benefit base following a transfer   25

-------------
"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 word "contract" it also includes certificates that are issued under
group contracts in some states.

                                      3

                          CONTENTS OF THIS PROSPECTUS









                                                                   
      -------------------------------------------------------------------
      4. ACCESSING YOUR MONEY                                         28
      -------------------------------------------------------------------
      Withdrawing your account value                                  28
      How withdrawals are taken from your account value               29
      How withdrawals affect your Guaranteed minimum income
        benefit and Guaranteed minimum death benefit                  29
      Withdrawals treated as surrenders                               29
      Loans under TSA contracts                                       29
      Surrendering your contract to receive its cash value            30
      When to expect payments                                         30
      Your annuity payout options                                     30

      -------------------------------------------------------------------
      5. CHARGES AND EXPENSES                                         33
      -------------------------------------------------------------------
      Charges that AXA Equitable deducts                              33
      Charges that the Trust deducts                                  34
      Group or sponsored arrangements                                 34
      Other distribution arrangements                                 34

      -------------------------------------------------------------------
      6. PAYMENT OF DEATH BENEFIT                                     35
      -------------------------------------------------------------------
      Your beneficiary and payment of benefit                         35
      Spousal protection                                              36
      Beneficiary continuation option                                 36

      -------------------------------------------------------------------
      7. TAX INFORMATION                                              39
      -------------------------------------------------------------------
      Overview                                                        39
      Buying a contract to fund a retirement arrangement              39
      Transfers among investment options                              40
      Taxation of nonqualified annuities                              40
      Individual retirement arrangements (IRAs)                       41
      Traditional individual retirement annuities (traditional IRAs)  42
      Roth individual retirement annuities (Roth IRAs)                45
      Tax-sheltered annuity contracts (TSAs)                          46
      Federal and state income tax withholding and information
        reporting                                                     49
      Impact of taxes to AXA Equitable                                50

      -------------------------------------------------------------------
      8. MORE INFORMATION                                             51
      -------------------------------------------------------------------
      About our Separate Account A                                    51
      About the Trust                                                 51
      About our fixed maturity options                                51
      About the general account                                       52
      Dates and prices at which contract events occur                 53
      About your voting rights                                        53
      Cybersecurity                                                   54
      Statutory compliance                                            54
      About legal proceedings                                         54
      Financial statements                                            54
      Transfers of ownership, collateral assignments, loans and
        borrowing                                                     54
      Distribution of the contracts                                   55

      -------------------------------------------------------------------
      9. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE              56
      -------------------------------------------------------------------


           ----------------------------------------------------------
           APPENDICES
           ----------------------------------------------------------
             I  --  Condensed financials                         I-1
            II  --  Market value adjustment example             II-1
           III  --  Enhanced death benefit example             III-1
            IV  --  Hypothetical illustrations                  IV-1
             V  --  State contract availability and/or
                      variations of certain features and
                      benefits                                   V-1

           ----------------------------------------------------------
           STATEMENT OF ADDITIONAL INFORMATION
             Table of contents
           ----------------------------------------------------------

                                      4

                          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                                18
            account value                                       24
            administrative charge                               33
            annual administrative charge                        33
            Annual Ratchet to age 85 enhanced death benefit     19
            annuitant                                           13
            annuitization                                       30
            annuity maturity date                               32
            annuity payout options                              30
            annuity purchase factors                            19
            beneficiary                                         35
            Beneficiary continuation option                     36
            benefit base                                        18
            business day                                        53
            cash value                                          24
            charges for state premium and other applicable
              taxes                                             34
            contract date                                        2
            contract date anniversary                            2
            contract year                                        2
            contributions to Roth IRAs                          45
               regular contributions                            45
               conversion contributions                         45
            contributions to traditional IRAs                   42
               regular contributions                            42
               rollover contributions                           42
            disruptive transfer activity                        26
            distribution charge                                 33
            ERISA                                               34
            Fixed-dollar option                                 27
            fixed maturity options                              17
            free look                                           22
            general account                                     52
            guaranteed interest option                          17
            Guaranteed minimum death benefit                    22
            Guaranteed minimum death benefit/guaranteed
              minimum income benefit roll-up benefit base
              reset option                                      36

                                                              PAGE

           Guaranteed minimum income benefit                     19
           Guaranteed minimum income benefit charge              34
           Guaranteed minimum income benefit "no lapse
             guarantee"                                          24
           IRA                                                    1
           IRS                                                   39
           investment options                                     1
           Investment Simplifier                                 27
           Lifetime minimum distribution withdrawals             28
           loans under TSA                                       29
           lump sum withdrawals                                  32
           market adjusted amount                                17
           market timing                                         26
           market value adjustment                               18
           maturity dates                                        17
           maturity value                                        17
           Mortality and expense risks charge                    33
           NQ                                                     1
           Online Account Access                                  7
           partial withdrawals                                   28
           portfolio                                           1,15
           processing office                                      7
           rate to maturity                                      17
           Roth IRA                                               1
           SAI                                                    2
           SEC                                                    2
           Separate Account A                                    51
           Spousal protection                                    36
           Standard death benefit                                18
           Systematic withdrawals                                28
           TOPS                                                   7
           Trusts                                                51
           traditional IRA                                     1,42
           TSA                                                 1,46
           unit                                               24,51
           variable investment options                           14
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. Your financial professional can provide further explanation about
your contract or supplemental materials.

-----------------------------------------------------------------------------
 PROSPECTUS                            CONTRACT OR SUPPLEMENTAL MATERIALS
-----------------------------------------------------------------------------
account value                          Annuity Account Value

unit                                   Accumulation Unit
-----------------------------------------------------------------------------

                                      5

                        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 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 Equitable is solely responsible for paying all amounts owed to
you under your contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$577.7 billion in assets as of December 31, 2014. 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.


                                      6

                             WHO IS AXA EQUITABLE?






HOW TO REACH US

You may communicate with our processing office as 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.
--------------------------------------------------------------------------------
 FOR ALL COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED
 NOTICES) SENT BY REGULAR MAIL:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  P.O. Box 4956
  Syracuse, NY 13221-4956
--------------------------------------------------------------------------------
 FOR ALL COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED
 NOTICES) SENT BY EXPRESS DELIVERY:

  AXA Equitable
  EQUI-VEST(R) Processing Office
  100 Madison Street
  Suite 1000
  Syracuse, NY 13202
--------------------------------------------------------------------------------
 REPORTS WE PROVIDE:

..   confirmation notices of financial transactions; and

..   quarterly statements of your contract values as of the close of each
    calendar quarter.

As required, notices and statements will be sent by mail under certain
circumstances. They are also available on Online Account Access.
--------------------------------------------------------------------------------
 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; and

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

You can also:

..   change your allocation percentages and/or transfer among the variable
    investment options and the guaranteed interest option (not available for
    transfers to fixed maturity options); and

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

Under TOPS only you can:

..   elect investment simplifier.

Under Online Account Access only you can:

..   elect to receive certain contract statements electronically;

..   change your address;

..   access Frequently Asked Questions and Service Forms; and

..   obtain performance information regarding the variable investment options.

TOPS and Online Account Access are normally available seven days a week, 24
hours a day. You may use TOPS by calling toll free (800) 755-7777. You may use
Online Account Access by visiting our website at www.axa.com and logging in to
access your account. 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).


We reserve the right to discontinue offering TOPS at any time in the future.

--------------------------------------------------------------------------------
 CUSTOMER SERVICE REPRESENTATIVE:

You may also use our toll-free number (800) 628-6673 to speak with one of our
customer service representatives. Our customer service representatives are
available on each business day Monday through Thursday from 8:00 a.m. until
7:00 p.m., and on Friday until 5:00 p.m., Eastern time.

Hearing or speech-impaired clients may call the AT&T National Relay Number at
(800) 855-2880 for information about your account. If you have a
Telecommunications Device for the Deaf (TDD), you may relay messages or
questions to our Customer Service Department at (800) 628-6673, Monday through
Thursday from 8:00 a.m. to 7:00 p.m., and on Friday until 5:00 p.m. Eastern
Time. AT&T personnel will communicate our reply back to you via the TDD.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)election of dollar cost averaging programs;

(2)requests for loans under TSA contracts;

(3)election of required minimum distribution automatic withdrawal option;

(4)election of the beneficiary continuation option;

(5)direct transfers;

(6)exercise of the Guaranteed minimum income benefit;

(7)requests to reset your Roll-Up benefit base (for contracts that have both
   the Guaranteed minimum income benefit and the

                                      7

                             WHO IS AXA EQUITABLE?






   Greater of the 6% Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced
   death benefit);

(8)tax withholding election;

(9)death claims;

(10)change in ownership (NQ only); and

(11)contract surrender and withdrawal requests.

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

(1)address changes;

(2)beneficiary changes; and

(3)transfers between investment options.

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

(1)investment simplifier;

(2)systematic withdrawals; and

(3)the date annuity payments are to begin.

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

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, all must sign.

                                      8

                             WHO IS AXA EQUITABLE?





EQUI-VEST(R) At RetirementSM at a glance -- key features

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


                         
PROFESSIONAL INVESTMENT     EQUI-VEST(R) At Retirement/SM/'s variable investment
MANAGEMENT                  options invest in different portfolios sub-advised by
                            professional investment advisers.
------------------------------------------------------------------------------------------
FIXED MATURITY OPTIONS      .   Fixed maturity options 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 the amount in a
                            fixed maturity option, 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), you should be aware that such
                            contracts do not provide tax deferral benefits beyond those
                            already provided by the Internal Revenue Code for
                            tax-qualified arrangements. Before purchasing 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 contracts 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 ("GMIB") provides
INCOME BENEFIT              income protection for you during your life once you elect
                            to annuitize the contract.
------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS        .   Your initial contribution must be from the transfer of
                                the cash value of an EQUI-VEST(R) or EQUI-VEST(R)
                                Express/SM /contract that you currently own, under
                                which withdrawal charges no longer apply, to an EQUI-
                                VEST(R) At Retirement/SM /contract of the same type,
                                for example, traditional IRA to traditional IRA, NQ to
                                NQ.
                               Initial minimum: $50,000
                            --------------------------------------------------------------
                            .   There is no minimum dollar amount on additional
                                contributions but additional contributions must also be
                                a transfer of the total cash value of an EQUI-VEST(R)
                                or EQUI-VEST(R) Express/SM /contract that you currently
                                own, under which withdrawal charges no longer apply, to
                                an EQUI-VEST(R) At Retirement/SM /contract of the same
                                type, for example, traditional IRA to traditional IRA,
                                NQ to NQ. We also offer direct rollovers to IRAs for
                                TSA contracts.
                            .   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
                                additional 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 limit the number of variable
                                investment options which you may elect. For more
                                information, see "How you can purchase and contribute
                                to your contract" in "Contract features and benefits"
                                later in this prospectus.
------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY        .   Partial withdrawals
                            .   Several periodic withdrawal options
                            .   Loans under TSA contracts
                            .   Contract surrender
                            You may incur income tax and a tax penalty. Certain
                            withdrawals will diminish the value of optional benefits.
------------------------------------------------------------------------------------------
PAYOUT OPTIONS              .   Fixed annuity payout options
                            .   Variable Immediate Annuity payout options (described in
                                a separate prospectus for that option)
                            .   Income Manager/SM /payout options (described in a
                                separate prospectus for that option)
------------------------------------------------------------------------------------------


                                      9

          EQUI-VEST(R) AT RETIREMENT/SM/ AT A GLANCE -- KEY FEATURES







                   
----------------------------------------------------------------------------------
ADDITIONAL FEATURES   .   Guaranteed minimum death benefit options
                      .   Dollar cost averaging
                      .   Free transfers
                      .   Spousal protection (NQ contracts only)
                      .   Beneficiary continuation option
                      .   Guaranteed minimum death benefit/Guaranteed minimum
                          income benefit roll-up benefit base reset.
                      .   Guaranteed minimum income benefit no lapse guarantee
                      .   Successor/owner annuitant
----------------------------------------------------------------------------------
FEES AND CHARGES      Please see "Fee table" later in this section for complete
                      details.
----------------------------------------------------------------------------------
ANNUITANT ISSUE AGES  .   55-75
----------------------------------------------------------------------------------


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, INCLUDING THE AVAILABILITY
OF ALL INVESTMENT OPTIONS, MAY VARY IN YOUR STATE OR AT CERTAIN AGES OR UNDER
YOUR INVESTMENT METHOD OR DEPENDING ON WHEN YOU PURCHASED YOUR CONTRACT; ALL
FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL CONTRACTS OR IN ALL STATES.
PLEASE SEE APPENDIX V 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. 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" in "Contract features and benefits" later in this prospectus
for additional information.

OTHER CONTRACTS

We offer a variety of fixed and variable annuity contracts. While you may not
be able to make a direct exchange of your EQUI-VEST(R) contract value into
these other 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 the same
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. Some selling broker-dealers may limit their clients from purchasing
optional benefits based upon the client's age.

                                      10

          EQUI-VEST(R) AT RETIREMENT/SM/ AT A GLANCE -- KEY FEATURES





Fee table

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

The following tables describe the fees and expenses that you will pay when
buying and owning the contract. Each of the charges and expenses is more fully
described in "Charges and expenses" later in this prospectus. No sales charges
are imposed at the time of purchase, withdrawal or surrender of the contract.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state may apply.

The first table describes fees and expenses that you will pay if you purchase a
Variable Immediate Annuity payout option. Charges designed to approximate
certain taxes that may be imposed on us, such as premium taxes in your state,
may also apply. Charges for certain features shown in the fee table are
mutually exclusive.



----------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME
 YOU REQUEST CERTAIN TRANSACTIONS
----------------------------------------------------------------------------------
                                                     

Special services charges
  .   Wire transfer charge/(1)/                         $90 (current and maximum)
  .   Express mail charge/(1)/                          $35 (current and maximum)
----------------------------------------------------------------------------------




The next table describes 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 VARIABLE INVESTMENT
 OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET
 ASSETS
---------------------------------------------------------------
                                                     
SEPARATE ACCOUNT ANNUAL EXPENSES:                       -
Mortality and expense risks                             0.75%
Administrative                                          0.30%
Distribution                                            0.20%
                                                        -----
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES                  1.25 %
---------------------------------------------------------------



-----------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 CONTRACT DATE ANNIVERSARY
-----------------------------------------------------------
                                                     
Maximum annual administrative charge                    $0




There is no annual administrative charge applicable to
your EQUI-VEST(R) At Retirement/SM /contract.



-----------------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR FOR THE OPTIONAL BENEFIT THAT YOU ELECT
-----------------------------------------------------------------------------------------------------------------
                                                      
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 (available only with the
    Guaranteed minimum income benefit)                   0.00%
-----------------------------------------------------------------------------------------------------------------
..   Annual Ratchet to age 85                             0.25% of the Annual Ratchet to age 85 benefit base
-----------------------------------------------------------------------------------------------------------------
..   Greater of 6% Roll-Up to age 85 or Annual Ratchet    0.60% of the greater of 6% Roll-Up to age 85 benefit
    to age 85                                            base or the Annual Ratchet to age 85 benefit base, as
                                                         applicable
-----------------------------------------------------------------------------------------------------------------
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)          0.65%
NET LOAN INTEREST CHARGE -- TSA CONTRACTS ONLY
(calculated as a percentage of the outstanding loan
amount and deducted at the time the loan repayment is
received)                                                2.00%/(3)/
-----------------------------------------------------------------------------------------------------------------

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 2014           Lowest Highest
(expenses that are deducted from portfolio assets including  1.04%  1.07%
management fees, 12b-1 fees, service fees, and/or other
expenses)/(4)/
---------------------------------------------------------------------------



                                      11

                                   FEE TABLE







Notes:

(1)Unless you specify otherwise, this charge will be deducted from the amount
   you request.

(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 contract year.

(3)We charge interest on loans under 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 TSA contracts" later in this prospectus for more
   information on how the loan interest is calculated and for restrictions that
   may apply.


(4)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolio. In addition, the "Lowest" represents the total
   annual operating expenses of the AXA Conservative Strategy Portfolio. The
   "Highest" represents the total annual operating expenses of the AXA Balanced
   Strategy 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, and underlying trust fees and expenses (including the
underlying portfolio fees and expenses).

The example below shows the expenses that a hypothetical contract owner (who
has elected the enhanced death benefit that provides for the greater of the 6%
Roll-Up to age 85 or the Annual Ratchet to age 85 along with the Guaranteed
minimum income benefit) would pay in the situations illustrated.

The fixed maturity options and guaranteed interest option are not covered by
the example. However, the charge for any optional benefits and the charge if
you elect a Variable Immediate Annuity payout option do apply to the fixed
maturity options and guaranteed interest option. 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 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. 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 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      $1,512  $2,344   $4,651   $376    $1,162    $1,994    $4,301
------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                        N/A      $1,502  $2,329   $4,622   $373    $1,152    $1,979    $4,272
------------------------------------------------------------------------------------------------------------



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

CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this prospectus for the unit values and
number of units outstanding as of the periods shown for each of the variable
investment options, available as of December 31, 2014.


                                      12

                                   FEE TABLE





1. Contract features and benefits

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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us that we call
"contributions." Your initial contribution must be from the transfer of the
cash value of an EQUI-VEST(R) traditional IRA, Roth IRA, NQ, TSA or the same
IRA and NQ contract types offered in an EQUI-VEST(R) Express/SM/ contract that
you currently own under which withdrawal charges no longer apply. The contract
that you purchase must be the same type of contract (for example, an NQ
contract to an NQ contract; or a Roth IRA contract to a Roth IRA contract),
except for a SEP, SARSEP or SIMPLE IRA for which an IRA contract will be
purchased. We also offer direct rollovers to IRAs for TSA contracts. We require
a minimum initial contribution of $50,000 for you to purchase a contract. Any
additional contributions must also be a transfer of the total cash value of an
EQUI-VEST(R) traditional IRA, Roth IRA, NQ, TSA or the same IRA and NQ contract
types offered in an EQUI-VEST(R) Express/SM/ contract that you own to a
contract of the same type (under which withdrawal charges no longer apply).
Additional contributions can be transferred from existing contracts until the
annuitant attains age 86. No other contributions are permitted. The following
table summarizes our rules regarding contributions to your contract. All ages
in the table refer to the age of the annuitant named in the contract.

..   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 additional contributions.

In order to purchase an EQUI-VEST(R) At Retirement/SM/ contract, you must
select at least one of the optional benefits available under EQUI-VEST(R) At
Retirement/SM/ . However, the standard death benefit can only be elected if
GMIB is elected.

--------------------------------------------------------------------------------
THE "ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING
CONTRACT BENEFITS. UNDER NQ CONTRACTS, THE ANNUITANT IS NOT NECESSARILY THE
CONTRACT OWNER.
--------------------------------------------------------------------------------



-------------------------------------------------------------------------------
                 AVAILABLE FOR ANNUITANT
 CONTRACT TYPE   AGES                     SOURCE OF CONTRIBUTIONS
-------------------------------------------------------------------------------
                                    
NQ/(1)/          55 through 75/(1)/       .   Transfer from an existing
                                              EQUI-VEST(R) or EQUI-VEST(R)
                                              Express/SM /NQ contract
-------------------------------------------------------------------------------
IRA              55 through 75            .   Transfer from an existing
                                              EQUI-VEST(R) or EQUI-VEST(R)
                                              Express/SM /IRA (including QP
                                              IRA) or SEP, SARSEP or SIMPLE
                                              IRA contract
-------------------------------------------------------------------------------
Roth IRA         55 through 75            .   Transfer from an existing
                                              EQUI-VEST(R) or EQUI-VEST(R)
                                              Express/SM /Roth IRA contract
-------------------------------------------------------------------------------
TSA/(2)/         55 through 75            .   Transfer from an existing
                                              EQUI-VEST(R) TSA contract
                                              (employer or plan approval
                                              required; contract must continue
                                              to be part of a 403(b) plan.)
-------------------------------------------------------------------------------

(1)If there are more than 2 owners on the existing EQUI-VEST(R) contract, a
   change of owner form must be completed so that there are only 2 owners
   before the transfer to an EQUI-VEST(R) At Retirement/SM/ contract is
   requested. Joint owners are available for NQ contracts only.
(2)The following applies only to TSA contracts: EQUI-VEST(R) At Retirement/SM/
   is not available if you have made designated Roth contributions to your
   original EQUI-VEST(R) TSA contract. Also, due to federal tax law changes, we
   permit funds from an EQUI-VEST(R) TSA contract which would qualify to be
   transferred to an EQUI-VEST(R) At Retirement/SM/ TSA (or which were
   transferred to EQUI-VEST(R) At Retirement/SM/ TSA), to be directly rolled
   over to an EQUI-VEST(R) At Retirement/SM/ IRA instead. This would apply in
   situations where the EQUI-VEST(R) At Retirement/SM/ TSA would not continue
   to be part of a 403(b) plan. See the discussion under "Tax information"
   later in this prospectus.

See "Tax information" later 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" later in this
prospectus. Please review your contract for information on contribution
limitations.

                                      13

                        CONTRACT FEATURES AND BENEFITS






OWNER AND ANNUITANT REQUIREMENTS


Under all IRA and TSA contracts, the owner and annuitant must be the same
individual. Under NQ contracts, the annuitant can be different from the owner.
We do not permit partnerships or limited liability corporations to be owners.
We also reserve the right to prohibit the availability of this contract to
other non-natural owners. For NQ contracts, we limit ownership to two joint
owners. Only natural persons can be joint owners. Owners that are not
individuals may be required to document their status to avoid 30% Foreign
Account Tax Compliance Act ("FATCA") withholding from U.S.-source income.


For the Spousal protection feature to apply, the spouses must be joint owners.
If your EQUI-VEST(R) NQ contract has a spousal joint owner, upon transfer to
the EQUI-VEST(R) At Retirement/SM/ contract such joint owner will automatically
become the joint owner under the EQUI-VEST(R) At Retirement/SM/ contract.

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.

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as indicated for TSA contracts below, contributions to your EQUI-VEST(R)
At Retirement/SM/ contract can only be made through a direct transfer from an
EQUI-VEST(R) or EQUI-VEST(R) Express/SM/ contract that you own to the same type
of contract. That is, a traditional IRA must be transferred to a traditional
IRA; a Roth IRA must be transferred to a Roth IRA; an NQ contract must be
exchanged for another NQ contract with the same owner(s) and annuitant. In the
case of a SEP, SARSEP or SIMPLE IRA, a traditional IRA will be purchased.

The following applies only to TSA contracts: EQUI-VEST(R) At Retirement/SM/ is
not available if you have made designated Roth contributions to your original
EQUI-VEST(R) contract. A direct TSA to TSA contract transfer (whether a
contract exchange under the same 403(b) plan or a 403(b) plan to another 403(b)
plan direct transfer) may still be made from an EQUI-VEST(R) TSA contract, but
only with employer or plan approval and only if the contract continues to be
part of a 403(b) plan. Also, due to federal tax law changes, we permit funds
from an EQUI-VEST(R) TSA contract which would qualify to be transferred to an
EQUI-VEST(R) At Retirement/SM/ TSA (or which were transferred to EQUI-VEST(R)
At Retirement/SM/ TSA), to be directly rolled over to an EQUI-VEST(R) At
Retirement/SM/ IRA instead. This would apply in situations where the
EQUI-VEST(R) At Retirement/SM/ TSA would not continue to be part of a 403(b)
plan. See the discussion under "Tax information" later in this prospectus.

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

You can choose from among the variable investment options, the guaranteed
interest option and the fixed maturity options. Certain investment options may
not be available in all states. See Appendix V later in this prospectus for
state variations. Certain variable investment options may not be available,
depending on when you purchased your contract. (See the front cover of this
prospectus for a full list of which variable investment options are available
under your contract.)

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. 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 and to limit the number of
variable investment options you may elect.

                                      14

                        CONTRACT FEATURES AND BENEFITS






PORTFOLIOS OF THE TRUST

We offer affiliated Trusts, which in turn offer one or more Portfolios. AXA
Equitable Funds Management Group, LLC, ("AXA FMG") a wholly owned subsidiary of
AXA Equitable, serves as the investment manager of the Portfolios of AXA
Premier VIP Trust and EQ Advisors Trust. 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 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. In addition, AXA
FMG receives management fees and administrative fees in connection with the
services it provides to the affiliated 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, as
well as the Portfolios' investment management fees and administrative expenses,
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.


Some Portfolios invest in other affiliated Portfolios ("the AXA Fund of Fund
Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
convenient opportunity to invest in other Portfolios that are managed and have
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA
Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote the
benefits of such Portfolios to contract owners and/or suggest 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 Fund of Fund
Portfolios than certain other Portfolios available to you under your contract.
Please see "Allocating your contributions" later in this section for more
information about your role in managing your allocations.


As described in more detail in the Portfolio prospectuses, the AXA Fund of Fund
Portfolios may invest in affiliated Portfolios that utilize a proprietary
volatility management strategy developed by AXA FMG (the "AXA volatility
management strategy"). The AXA volatility management strategy uses futures and
options, such as exchange-traded futures and options contracts on securities
indices, to reduce the Portfolio's equity exposure during periods when certain
market indicators indicate that market volatility above specific thresholds set
for the Portfolio. When market volatility is increasing above the specific
thresholds set for a Portfolio utilizing the AXA volatility management
strategy, the manager of the Portfolio may reduce equity exposure. Although
this strategy is intended to reduce the overall risk of investing in the
Portfolio, it may not effectively protect the Portfolio from market declines
and may increase its losses. Further, during such times, the Portfolio's
exposure to equity securities may be less than that of a traditional equity
portfolio. This may limit the Portfolio's participation in market gains and
result in periods of underperformance, including those periods when the
specified benchmark index is appreciating, but market volatility is high. It
may also impact the value of certain guaranteed benefits, as discussed below.


The AXA Fund of Fund Portfolios that include the AXA volatility management
strategy as part of their investment objective and/or principal investment
strategy, and the AXA Fund of Fund Portfolios that invest in Portfolios that
use the AXA volatility management strategy, are identified below in the chart
by a "(check mark)" under the column entitled "Volatility Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. The reduction in volatility helps us manage the risks associated
with providing guaranteed benefits during times of high volatility in the
equity market. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy (or, in the case of the AXA Fund of Fund
Portfolios, invest exclusively in other Portfolios that do not use the AXA
volatility management strategy). This may effectively suppress the value of
guaranteed benefit(s) that are eligible for periodic benefit base resets
because your benefit base is available for resets only when your account value
is higher. Conversely, investing in investment options that feature a
managed-volatility strategy may be helpful in a declining market when high
market volatility triggers a reduction in the investment option's equity
exposure because during these periods of high volatility, the risk of losses
from investing in equity securities may increase. In these instances, your
account value may decline less than would have been the case had you not been
invested in investment options that feature a volatility management strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other Portfolios may utilize
volatility management techniques that differ from the AXA volatility management
strategy. Any such Portfolio is not identified under "Volatility Management"
below in the chart. Such techniques could also impact your account value and
guaranteed benefit(s), if any, in the same manner described above. Please see
the Portfolio prospectuses for more information about the Portfolios' objective
and strategies.


Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the

                                      15

                        CONTRACT FEATURES AND BENEFITS





ATP has the potential to adversely impact the Portfolios, including their
performance, risk profile and expenses. This means that Portfolio investments
in contracts with no ATP feature, such as yours, could still be adversely
impacted. Particularly during times of high market volatility, if the ATP
triggers substantial asset flows into and out of a Portfolio, it could have the
following effects on all contract owners invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




--------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST                                                                  INVESTMENT MANAGER (OR
 -- CLASS IB                                                                        SUB-ADVISER(S),           VOLATILITY
 SHARES PORTFOLIO NAME    OBJECTIVE                                                 AS APPLICABLE)            MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                     
AXA BALANCED              Seeks long-term capital appreciation and current income.  .   AXA Equitable Funds   (check mark)
  STRATEGY/(1)/                                                                         Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE GROWTH   Seeks current income and growth of capital, with a        .   AXA Equitable Funds   (check mark)
  STRATEGY/(1)/           greater emphasis on current income.                           Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE          Seeks a high level of current income.                     .   AXA Equitable Funds   (check mark)
  STRATEGY/(1)/                                                                         Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------


(1)If you purchased your contract before approximately July 20, 2009, these
   variable investment options are not available to you. Please see the current
   supplement to your prospectus, which describes the variable investment
   options that are available to you.

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 THE TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT (800) 628-6673.

                                      16

                        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 each month to amounts allocated to 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, 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 do not reflect the deduction
of any optional benefit charges. See Appendix V later in this prospectus for
state variations.


Depending on the year and 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 2015 ranges from 1% to 3%.
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.

If you elected a guaranteed benefit that provides a 6% roll-up, an allocation
to the guaranteed interest option will effectively reduce the growth rate of
your guaranteed benefits because the roll-up to age 85 benefit base rolls up at
3% with respect to amounts allocated to the guaranteed interest rate option.
For more information, see "Guaranteed minimum death benefit and Guaranteed
minimum income benefit base" in "Contract features and benefits" and "Our
administrative procedures for calculating your Roll-Up benefit base following a
transfer" in "Transferring your money among investment options" later in this
prospectus.

FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates generally ranging from one
to ten years. 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 points in time there may be no fixed maturity options
available. You can allocate your contributions to one or more of these fixed
maturity options. However, you may not allocate more than one contribution to
any one fixed maturity option. These amounts become part of a non-unitized
separate account. They will accumulate interest at the "rate to maturity" for
each fixed maturity option. The total amount you allocate to and accumulate in
each fixed maturity option is called the "fixed maturity amount."

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

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution.

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. 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. 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."

If you elected a guaranteed benefit that provides a 6% roll-up, an allocation
to a fixed maturity option will effectively reduce the growth rate of your
guaranteed benefits because the roll-up to age 85 benefit base rolls up at 3%
with respect to amounts allocated to a fixed maturity rate option. For more
information, see "Guaranteed minimum death benefit and Guaranteed minimum
income benefit base" in "Contract features and benefits" and "Our
administrative procedures for calculating your Roll-Up benefit base following a
transfer" in "Transferring your money among investment options" later in this
prospectus.

FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity
options ending on June 15th for maturity years ranging from one through ten.
Not all of these fixed maturity options will be available for annuitant ages 76
and above. See "Allocating your contributions" below. As fixed maturity options
expire, we expect to add maturity years so that generally ten fixed maturity
options are available 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:

..   you previously allocated a contribution or made a transfer to the same
    fixed maturity option; or

..   the rate to maturity is 3%; or

..   the fixed maturity option's maturity date is within 45 days; or

..   the fixed maturity option's maturity date is later than the date annuity
    payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you at least 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 conditions listed above or in "Allocating your
contributions" below would apply:

(a)transfer the maturity value into another available fixed maturity option, or
   into any of the variable investment options; or

(b)withdraw the maturity value.


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 next
available fixed maturity option (or another investment option if we are
required to do so by any state regulation). As of February 17, 2015, the next
available maturity date was June 15, 2024 (see "About our fixed maturity
options" in "More Information" later in this prospectus). We may change our
procedures in the future.


                                      17

                        CONTRACT FEATURES AND BENEFITS







MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender or termination 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 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 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 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 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 II at the end of this prospectus provides an example
of how the market value adjustment is calculated.

ALLOCATING YOUR CONTRIBUTIONS

You may allocate your contributions to one or more, or all, of the variable
investment options, guaranteed interest option and fixed maturity options
(subject to availability in certain states -- see Appendix V later in this
prospectus for state variations). 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. The total of
your allocations into all available investment options must equal 100%. If the
annuitant is age 76 or older, you may allocate contributions to fixed maturity
options with maturities of five years or less. Only one amount may be allocated
to any one fixed maturity option. 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 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. Your AXA Advisors financial professional 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.

GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

The standard death benefit can only be elected with GMIB. Any of the enhanced
death benefits can be elected by themselves or with GMIB.

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. 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. The amount of the
    deduction is described under "How withdrawals affect your Guaranteed
    minimum income benefit and Guaranteed minimum death benefit" in "Accessing
    your money" later in this prospectus.

6% ROLL-UP TO AGE 85
(USED FOR THE GREATER OF THE 6% ROLL-UP TO AGE 85 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. The amount of the
    deduction is described under "How withdrawals affect your Guaranteed
    minimum income benefit and Guaranteed minimum death benefit" in "Accessing
    your money" and the section entitled "Charges and expenses" later in this
    prospectus.

The effective annual roll-up rate credited to this benefit base is 6% with
respect to the variable investment options.

The effective annual roll-up rate with respect to the fixed maturity options,
the guaranteed interest option and the loan reserve account under TSA (if
applicable) is 3%.

                                      18

                        CONTRACT FEATURES AND BENEFITS







If you elected a guaranteed benefit that provides a 6% roll-up, an allocation
to any investment option that rolls up at 3% will effectively reduce the growth
rate of your guaranteed benefit. For more information, see "Our administrative
procedures for calculating your Roll-Up benefit base following a transfer" in
"Transferring your money among investment options" later in this prospectus.

The benefit base stops rolling up after the contract anniversary following the
annuitant's 85th birthday. As noted above, the effective annual roll-up rate is
either 3% or 6%, depending on the investment option(s) selected. You should
consider the difference in the roll-up rate when you select investment
option(s) and investment programs, such as dollar cost averaging.

ANNUAL RATCHET TO AGE 85
(USED FOR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH BENEFIT, AND THE GREATER
OF THE 6% ROLL-UP TO AGE 85 OR THE ANNUAL RATCHET TO AGE 85 ENHANCED DEATH
BENEFIT AND FOR THE GUARANTEED MINIMUM INCOME BENEFIT)

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 anniversary up to the contract
    anniversary following the annuitant's 85th birthday, plus any contributions
    made since the most recent ratchet occurred,

                                     less

..   a deduction that reflects any withdrawals you make. The amount of the
    deduction is described under "How withdrawals affect your Guaranteed
    minimum income benefit and Guaranteed minimum death benefit" in "Accessing
    your money" later in this prospectus.

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

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 on
any later contract date anniversary until 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.

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 base will not be eligible for another reset
for five years. If after your death your spouse continues this contract, 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 annuitant's age 75.

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 date of the reset. See "Guaranteed minimum income
benefit option -- Exercise rules" below for more information regarding the 10
year waiting period. Please note that resetting your Roll-Up benefit base will
lengthen the exercise waiting period. Also, although 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" later in this prospectus.
Also, owners of IRA and TSA contracts whose lifetime required minimum
distributions must begin before the end of the new exercise waiting period
should consider carefully before resetting their rollup benefit base. If the
required minimum distributions exceed 6% of the reset benefit base, they would
cause a pro rata reduction in the benefit base. On the other hand, resetting
the benefit base to a larger amount would make it less likely that the required
minimum distributions actually exceed the 6% threshold. See "Lifetime require
minimum distribution withdrawals" and "How withdrawals affect your Guaranteed
minimum income benefit and Guaranteed minimum death benefit" in "Accessing your
money" 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 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 in "Guaranteed
minimum income benefit option" below and annuity payout options are discussed
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 annuitant's age and sex in certain instances. 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 but we will always use the guaranteed purchase factors to determine
your periodic payments under the Guaranteed minimum income benefit.

GUARANTEED MINIMUM INCOME BENEFIT OPTION ("GMIB")

The Guaranteed minimum income benefit is available if the annuitant is age 55
through 75 at the time the contract is issued. There is an additional charge
for the Guaranteed minimum income benefit which is described under "Guaranteed
minimum income benefit charge" in

                                      19

                        CONTRACT FEATURES AND BENEFITS






"Charges and expenses" later in this prospectus. Once you purchase the
Guaranteed minimum income benefit, you may not voluntarily terminate this
benefit.

If the annuitant was older than age 60 at the time an IRA or 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 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, 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 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.
--------------------------------------------------------------------------------

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 at guaranteed annuity purchase factors, or (ii) the income
provided by applying your account value at our then current annuity purchase
factors. For 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. The payments will be less than  1/12 or  1/4 of the annual
payments, respectively, due to the effect of interest compounding. 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. 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 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. 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
automatically, based on the annuitant's 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.

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

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 annuitant reaching age 85.

Please note that if you participate in our RMD automatic withdrawal option, an
automatic withdrawal under that program will not cause the

                                      20

                        CONTRACT FEATURES AND BENEFITS






no lapse guarantee to terminate even if a withdrawal causes your total contract
year withdrawals to exceed 6% of your Roll-Up benefit base.

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 TSA contracts, and assuming there were no
allocations to the guaranteed interest option, the fixed maturity options or
the loan reserve account.



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

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, the only time you may exercise the Guaranteed
    minimum income benefit is within 30 days following the contract date
    anniversary which follows the annuitant's attainment of age 85;

(iii)for EQUI-VEST(R) At Retirement/SM/ TSA contracts, you may exercise the
     Guaranteed minimum income benefit only if you effect a roll-over of the
     TSA contract to an EQUI-VEST(R) At Retirement/SM/ IRA. This process must
     be completed within the 30-day timeframe following the contract date
     anniversary in order for you to be eligible to exercise;

(iv)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 date of the reset. Please note that resetting
    your Roll-Up benefit base will lengthen the waiting period;

(v)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 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
   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;

(vi)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 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 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's
value" and "How withdrawals affect your Guaranteed minimum income benefit and
Guaranteed minimum death benefit" in "Accessing your money" and the section
entitled "Charges and expenses" later in this prospectus for more information
on these guaranteed benefits.

                                      21

                        CONTRACT FEATURES AND 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

Your contract provides a 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. The standard death benefit, available at no
additional charge, may be elected only in conjunction with the Guaranteed
minimum income benefit. Either one of the enhanced death benefits can be
elected by itself or with the Guaranteed minimum income benefit. Once your
contract is issued, you may not change or voluntarily terminate your death
benefit.

For an additional charge, you may elect one of the enhanced death benefits. If
you elect 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, whichever provides the higher amount. See "Payment of death
benefit" later in this prospectus for more information.

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.

OPTIONAL ENHANCED DEATH BENEFITS APPLICABLE FOR ANNUITANT AGES 55 THROUGH 75 AT
ISSUE.

Subject to state availability, you may elect one of the following enhanced
death benefits (see Appendix V later in this prospectus for state availability
of these benefits):

..   ANNUAL RATCHET TO AGE 85.

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

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.

Please see both "Insufficient account value" in "Determining your contract's
value" and "How withdrawals affect your Guaranteed minimum income benefit and
Guaranteed minimum death benefit" in "Accessing your money" later in this
prospectus for more information on these guaranteed benefits.

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

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 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 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.

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 or reinstate your original EQUI-VEST(R) or EQUI-VEST(R)
Express/SM/ contract. 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.

For contributions allocated to the variable investment options, your refund
will equal your contributions, reflecting any investment gain or loss that also
reflects the daily charges we deduct. For contributions allocated to the fixed
maturity options, your refund will equal the amount of the contribution
allocated to the fixed maturity options reflecting any positive or negative
market value adjustments. Some states require that we refund the full amount of
your contribution (not including any investment gain or loss, interest, or
market value adjustment). For contributions allocated to the guaranteed
interest option, your refund will equal the amount of the contributions,
without interest. For an IRA contract returned to us within seven days after
you receive it, we are required to refund the full amount of your contribution.

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.

If you cancel your EQUI-VEST(R) At Retirement/SM/ contract during the free look
period and choose to reinstate your EQUI-VEST(R) or EQUI-VEST(R) Express/SM/
contract, the death benefit under your EQUI-VEST(R) contract will be restored
to its value before the transfer to the EQUI-VEST(R) At Retirement/SM/ contract
occurred. Please see "Tax information" later in this prospectus for possible
consequences of cancelling your contract.

                                      22

                        CONTRACT FEATURES AND BENEFITS







In addition to the cancellation right described above, you have the right to
surrender your contract, rather than cancel it. Please see "Surrendering of
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 for possible consequences
of cancelling your contract.

Our processing office, or your financial professional, can provide you with the
cancellation instructions.

                                      23

                        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; and (iv) the loan reserve account
(applicable to 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 optional benefit charges; and (ii) the
amount of any outstanding loan plus accrued interest (applicable to 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;

(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;

(ii)decreased to reflect a withdrawal;

(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 TSA contract.

In addition, when we deduct the enhanced death benefit and/or Guaranteed
minimum income benefit charges, the number of units credited to your contract
will be reduced. 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.

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 V 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.

                                      24

                       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:

..   If the annuitant is age 76 or older, you must limit your transfers to fixed
    maturity options with maturities 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 already have an amount in a fixed maturity option, you may not add
    additional amounts to that same option.

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

..   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.

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.

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 "Dollar Cost Averaging" below in this section) 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

(c)25% of amounts transferred or allocated to the guaranteed interest option
   during the current contract year.

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, by telephone using TOPS or through
Online Account Access. You must send in all written transfer requests directly
to our processing office. Transfer requests should specify:

(1)the contract number,

(2)the dollar amounts or percentages of your current account value to be
   transferred, and

(3)the investment options to and from which you are transferring.

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 the 6%
Roll-Up to age 85 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%) applies with respect to most investment options, but a
lower roll-up rate (3%) applies with respect to the fixed maturity options and
the guaranteed interest option and the loan reserve account under 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'"

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% 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 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 a 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 guaranteed

                                      25

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS






   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.

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 EQ
Advisors Trust (the "trust"). The trust has adopted policies and procedures
regarding disruptive transfer activity. The trust discourages frequent
purchases and redemptions of portfolio shares and will not make special
arrangements to accommodate such transactions. The trust aggregates 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 trust currently considers
transfers into and out of (or vice versa) the same variable investment option
within a five business day period as potentially disruptive transfer activity.
In most cases, the 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
trust 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.

When a contract owner 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 the
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.

                                      26

               TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS







It is possible that the trust may impose a redemption fee designed to
discourage frequent or disruptive trading by contract owners. As of the date of
this prospectus, the trust had not implemented such a fee. If a redemption fee
is implemented by the 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 trust 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.

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 variable investment options by periodically transferring
approximately the same dollar amount to the variable 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 under a dollar cost
averaging program.

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

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" under "Contract features and benefits"
earlier in the prospectus.

INVESTMENT SIMPLIFIER

Our Investment simplifier program allows you to choose from two automatic
options for transferring amounts from the guaranteed interest option to the
variable investment options. The transfer options are the "fixed-dollar option"
and the "interest sweep." You may select one or the other, but not both.
Election of either option does not change the general limitation under your
contract that no more than 25% of any contribution may be allocated to the
guaranteed interest option described above under "Allocating your
contributions." If you elect to use rebalancing option II (discussed below),
you may not choose either of the investment simplifier options.

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 will be made on a monthly basis.
You can specify the number of monthly transfers or instruct us to continue to
make monthly 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. You also must elect to transfer at least $50 per month. The
fixed-dollar option is subject to the guaranteed interest option transfer
limitation described above under "Transferring your account value." Election of
the option does not change the general limitation under your contract that no
more than 25% of any contribution may be allocated to the guaranteed interest
option described above under "Allocating your contributions."

INTEREST SWEEP. Under the interest sweep, we will make transfers on a monthly
basis from amounts in the guaranteed interest option into the variable
investment options of your choice. 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 and on the last business day of each month
thereafter to participate in the interest sweep option. Election of the option
does not change the general limitation under your contract that no more than
25% of any contribution may be allocated to the guaranteed interest option
described above under "Allocating your contributions."

WHEN YOUR PARTICIPATION IN THE INVESTMENT SIMPLIFIER WILL END. Your
participation in the investment simplifier will end:

..   Under the fixed-dollar option, when either the number of designated monthly
    transfers have been completed or the amount you have available in the
    guaranteed interest option has been transferred out.

..   Under the interest sweep, when the amount you have in the guaranteed
    interest option falls below $7,500 (determined on the last business day of
    the month) for two months in a row.

..   Under either option, on the date we receive at our processing office, your
    written request to cancel automatic transfers, or on the date your contract
    terminates.

                                      27

               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 and 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



-------------------------------------------------------------
                                                   LIFETIME
                                                   REQUIRED
                                                   MINIMUM
        CONTRACT          PARTIAL    SYSTEMATIC  DISTRIBUTION
-------------------------------------------------------------
                                        
NQ                          Yes         Yes          No
-------------------------------------------------------------
IRA                         Yes         Yes          Yes
-------------------------------------------------------------
Roth IRA                    Yes         Yes          No
-------------------------------------------------------------
TSA                         Yes/(1)/    Yes/(1)/     Yes/(1)/
-------------------------------------------------------------

(1)Not if a loan is outstanding.

PARTIAL WITHDRAWALS

You may take partial withdrawals from your account value at any time. The
minimum amount you may withdraw is $300 unless you have an existing TSA
contract that has an existing loan.

SYSTEMATIC WITHDRAWALS

You may take systematic withdrawals on a monthly or quarterly basis. The
minimum amount you may take for each withdrawal is $250. 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. If you do not
select a date, your withdrawals will be made on the first business day of the
month. A check for the amount of the withdrawal will be mailed to you or, if
you prefer, we will electronically transfer the money to your checking or
savings account.

You may withdraw either the amount of interest earned in the guaranteed
interest option or a fixed-dollar amount from either the variable investment
options or the guaranteed interest option. If you elect the interest option, a
minimum of $20,000 must be maintained in the guaranteed interest option. If you
elect the fixed-dollar option, you do not have to maintain a minimum amount.

If you choose to have a fixed dollar amount taken from the variable investment
options and/or the guaranteed interest option, you may elect to have the amount
of the withdrawal subtracted from your account value in one of three ways:

(1)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (without exhausting your values in
   those options). Once the requested amount is greater than your account
   value, the systematic withdrawal program will terminate.

(2)Pro rata from all of your variable investment options and the guaranteed
   interest option, in which you have value (until your account value is
   exhausted). Once the requested amount leaves you with an account value of
   less than $500, we will treat it as a request to surrender your contract.

(3)You may specify a dollar amount from one variable investment option or the
   guaranteed interest option. If you choose this option and the value in the
   investment option drops below the requested withdrawal amount, the requested
   withdrawal amount will be taken on a pro rata basis from all remaining
   investment options in which you have value. Once the requested amount leaves
   you with an account value of less than $500, we will treat it as a request
   to surrender your contract.

If you are invested in fixed maturity options, you may not elect option (1) or
(2).

You can cancel the systematic withdrawal option at any time.

You may elect to take systematic withdrawals at any time. If you own a TSA
contract, you may not elect systematic withdrawals if you have a loan
outstanding.

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS
(IRA AND TSA CONTRACTS ONLY -- SEE "TAX INFORMATION" LATER IN THIS PROSPECTUS)

We offer our "required minimum distribution (RMD) automatic withdrawal option"
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. 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, amounts withdrawn from
the contract to meet required minimum distributions 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" later in this prospectus.

You may elect this option in the year in which you reach age 70 1/2 or in any
later year. To elect this option, you must have account value in the variable
investment options and the guaranteed interest option of at least $2,000. The
minimum amount we will pay out is $300 or your account value, whichever is
less. If your account value is less than $500 after the withdrawal, we may
terminate your contract and pay you its cash value. Currently, minimum
distribution withdrawal payments will be made annually. See "Required minimum
distributions" in "Tax information" later in this prospectus for your specific
type of retirement arrangement.

                                      28

                             ACCESSING YOUR MONEY







--------------------------------------------------------------------------------
FOR IRA AND 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 TSA contracts, you may not elect our RMD automatic withdrawal option if a
loan is outstanding.

FOR CONTRACTS WITH THE GUARANTEED MINIMUM INCOME BENEFIT. The no lapse
guarantee will not be terminated if a required minimum distribution payment
using our RMD automatic withdrawal option 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 IRA and TSA contracts 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. A market value adjustment will apply to withdrawals from the fixed
maturity options.

AUTOMATIC DEPOSIT SERVICE

If you are receiving Required Minimum Distribution payments from an IRA or TSA
contract, you may use our automatic deposit service.

Under this service we will automatically deposit the Required Minimum
Distribution payment from your TSA or IRA contract directly into an existing
EQUI-VEST(R) or EQUI-VEST(R) Express/SM/ NQ or Roth IRA contract according to
your allocation instructions. Please note that you must have compensation or
earned income for the year of the contribution to make regular contributions to
Roth IRAs.

HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED
MINIMUM DEATH BENEFIT

In general, withdrawals (including required minimum distributions) 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).

With respect to the Guaranteed minimum income benefit and the greater of 6%
Roll-Up to age 85 or the Annual Ratchet to age 85 enhanced death benefit,
withdrawals 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 the contract year do not affect the amount of 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
required minimum distributions) 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.

If you elected a guaranteed benefit that provides a 6% roll-up, all or a
portion of your Roll-Up to age 85 benefit base may be rolling up at 3%, if all
or a portion of your account value is currently or was previously allocated to
one or more investment options to which a 3% roll-up rate applies. For more
information about those investment options and the impact of transfer among
investment options on your Roll-Up to age 85 benefit base, see "Guaranteed
minimum death benefit and Guaranteed minimum income benefit base" in "Contract
features and benefits" earlier in this Prospectus and "Our administrative
procedures for calculating your Roll-up benefit base following a transfer" in
"Transferring your money among investment options" earlier in this prospectus.

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 this contract
if 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.

LOANS UNDER TSA CONTRACTS

As a result of Federal Tax law changes beginning in 2007, loans are not
available under an EQUI-VEST(R) At Retirement/SM/ TSA contract without employer
or plan administrator approval. Loan processing may not be completed until we
receive all information and approvals required to process the loan at our
processing office.

If loans are available, you should read the terms and conditions on our loan
request form carefully before taking out a loan. Your contract contains further
details of the loan provision. We will not permit you to take a loan while you
are enrolled in our "required minimum distribution (RMD) automatic withdrawal
option." We may also restrict the availability of loans if you have not fully
repaid the entire outstanding balance of any prior loan.

                                      29

                             ACCESSING YOUR MONEY







If you exercise the GMIB option, any outstanding loan amount must be repaid or
the loan will be defaulted.

We permit only one loan to be outstanding at any time. When you take a loan we
will transfer certain amounts to a loan reserve account.

A loan with respect to an EQUI-VEST(R) At Retirement/SM/ TSA contract, will not
be treated as a taxable distribution unless:

..   it exceeds limits of federal income tax rules; or

..   interest and principal are not paid when due.

Loans under TSA contracts are discussed further in "Tax information" later in
this prospectus. The tax consequences of failure to repay a loan when due are
substantial and may result in severe restrictions on your ability to borrow
amounts. Also, see "Tax information" later in this prospectus for general rules
applicable to loans.

LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer to a
"loan reserve account" an amount equal to the sum of (1) the loan amount, which
will earn interest at the "loan reserve account rate" during the loan term and
(2) 10% of the loan amount, which will earn interest at the guaranteed interest
rate. You may not make any withdrawals or transfers among investment options or
any other transaction from the loan reserve account until after repayment of
the principal amount then due. You may specify on the loan request form from
which investment option(s) the loan reserve account will be funded.

The "loan reserve account rate" will equal the loan interest rate minus a
maximum rate of 2%.

If you elected a guaranteed benefit that provides a 6% roll-up, a loan will
effectively reduce the growth rate of your guaranteed benefits because the
Roll-Up to age 85 benefit base rolls up at 3% with respect to amounts allocated
to the loan reserve account. For more information, see "Guaranteed minimum
death benefit and Guaranteed minimum income benefit base" in "Contract features
and benefits" and "Our administrative procedures for calculating your Roll-Up
benefit base following a transfer" in "Transferring your money among investment
options" 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. 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. 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" 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 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 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 and fixed maturity options (other than for death benefits) for up to six
months while you are living.

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 EQUI-VEST(R) At Retirement/SM/ provide for
conversion to payout status at or before the contract's "maturity date." This
is called annuitization. When you annuitize your EQUI-VEST(R) At Retirement/SM/
contract, all benefits terminate and will be converted to a supplemental
annuity payout contract ("payout option") that provides periodic payments for
life or for a specified period of time. In general, the periodic payment amount
is determined by the account value or cash value of your EQUI-VEST(R) At
Retirement/SM/ 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 EQUI-VEST(R) At Retirement/SM/ 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 V later in this prospectus for variations that
may apply in your state.

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                             ACCESSING YOUR MONEY







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 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).


                       
---------------------------------------------------
Fixed annuity payout      .   Life annuity
  options                 .   Life annuity with
                              period certain
                          .   Life annuity with
                              refund certain
                          .   Period certain
                              annuity
---------------------------------------------------
Variable Immediate        .   Life annuity (not
  Annuity payout options      available in New
  (as described in a          York)
  separate prospectus     .   Life annuity with
  for this option)            period certain
---------------------------------------------------
Income Manager/SM/        .   Life annuity with
  payout options              period certain
  (available for          .   Period certain
  annuitants age 83 or        annuity
  less at contract
  issue) (as described
  in a separate
  prospectus for this
  option)
---------------------------------------------------


..   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 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.

..   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.

..   PERIOD CERTAIN ANNUITY: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. This guaranteed period may
    not exceed the annuitant's life expectancy. 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. 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 details.

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.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your financial professional. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

Variable Immediate Annuities may be funded through your choice of available
variable investment options investing in portfolios of AXA Premier VIP Trust
and EQ Advisors Trust. The contract also offers a fixed income annuity payout
option that can be elected in combination with the variable annuity payout
option. The amount of each variable income annuity payment will fluctuate,
depending upon the performance of the variable investment options, and whether
the actual rate of investment return is higher or lower than an assumed base
rate.

INCOME MANAGER/SM/ PAYOUT OPTIONS

The Income Manager/SM/ payout annuity contracts differ from the other payout
annuity contracts. The other payout annuity contracts may provide higher or
lower income levels, but do not have all the features of the Income Manager/SM/
payout annuity contract. You may request an illustration of the Income
Manager/SM/ payout annuity contract from your financial professional. Income
Manager/SM/ payout options are described in a separate prospectus that is
available from your financial professional. Before you select an Income
Manager/SM/ payout option, you should read the prospectus which contains
important information that you should know.

Both NQ and IRA Income Manager/SM/ payout options provide guaranteed level
payments. The Income Manager/SM/ (life annuity with period certain) also
provides guaranteed increasing payments (NQ contracts only).

For TSA contracts, if you want to elect an Income Manager/SM/ payout option, we
will first roll over amounts in such contract to an IRA contract.

You may choose to apply only part of the account value of your EQUI-VEST(R) At
Retirement/SM/ contract to an Income Manager/SM/ payout annuity. In this case,
we will consider any amounts applied as a withdrawal from your EQUI-VEST(R) At
Retirement/SM/ contract. For the tax consequences of withdrawals, see "Tax
information" later in this prospectus.

The Income Manager/SM/ payout options are not available in all states.

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 market value adjustments.

                                      31

                             ACCESSING YOUR MONEY







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.

PARTIAL ANNUITIZATION

Partial annuitization of nonqualified deferred annuity contracts is permitted
under certain circumstances. You may choose from the annuity payout options
described here, but if you choose a period certain annuity payout, the certain
period must be for 10 years or more. 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 "Withdrawing your account value" above. See also the
discussion of "Partial annuitization" under "Taxation of nonqualified
annuities" in "Tax 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 EQUI-VEST(R) At Retirement/SM/ contract date. Except
with respect to the Income Manager/SM/ annuity payout options, where payments
are made on the 15th day of each month, you can change the date your annuity
payments are to begin anytime before that date as long as you do not choose a
date later than the 28th day of any month. Also, that date may not be later
than the annuity maturity date described below.

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 decrease if you increase the
duration or frequency of a non-life contingent annuity or the 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.

We will send you a notice with your contract statement one year prior to your
maturity date. If you select an annuity payout option and payments have begun,
no change can be made other than: (i) transfers (if permitted in the future)
among the variable investment options if a Variable Immediate Annuity payout
option is selected; and (ii) withdrawals or contract surrender (subject to a
market value adjustment) if an Income Manager/SM/ payout option is chosen. If
you do not respond to the notice within the 30 days following your maturity
date, your contract will be annuitized automatically.

ANNUITY MATURITY DATE

Your contract has a maturity date by which you must either take a lump sum
withdrawal 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 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 annual statement one year prior to the maturity age.

Please see Appendix V later in this prospectus for variations that may apply in
your state.

                                      32

                             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, a charge for each optional benefit that
    you elect: a death benefit (other than the Standard death benefit); and the
    Guaranteed minimum income benefit.

..   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. A variable immediate annuity administrative fee may also
    apply.

..   Charges for certain optional special services.

More information about these charges appears below. We will not increase these
charges for the life of your contract, except as noted.

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
contract.

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
minimum death benefit. The daily charge is equivalent to an annual rate of
0.75% of the net assets in each variable investment option.

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 our expenses in providing the benefits
and administering the contracts will be greater than we expect.

ADMINISTRATIVE CHARGE

We deduct a daily charge from the net assets in each variable investment option
to compensate us for administrative expenses under the contracts. The daily
charge is equivalent to an annual rate of 0.30% of the net assets in each
variable investment option.

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. The
daily charge is equivalent to an annual rate of 0.20% of the net assets in each
variable investment option.

ANNUAL ADMINISTRATIVE CHARGE

There is no annual administrative charge for your EQUIVEST(R) At Retirement/SM/
contract.

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% 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 0.60% of the greater of the 6% Roll-Up to age 85 or the Annual Ratchet to
age 85 benefit base.

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 V 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 (if
available) in the order of the earliest maturity date(s) first. If the contract
is surrendered or annuitized or a death benefit is paid, on 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.

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                             CHARGES AND EXPENSES







STANDARD DEATH BENEFIT. There is no additional charge for the standard death
benefit.

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 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.

We will deduct this charge from your value in the variable investment options
and the guaranteed interest option (see Appendix V 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 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. If the contract is
surrendered or annuitized or a death benefit is paid on 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.

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%.

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.

CHARGES THAT THE TRUST DEDUCTS

The Trust deducts 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 the 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 EQ Advisors Trust
(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
Trust.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce 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 Trust that are not subject to the 12b-1 fee. 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 and Roth 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.

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,
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.

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                             CHARGES AND EXPENSES





6. Payment of death benefit

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YOUR BENEFICIARY AND PAYMENT OF BENEFIT

You designate your beneficiary when you apply for your contract. You may change
your beneficiary at any time while the contract is in force and the owner and
annuitant are alive. 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 at 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 NQ jointly owned contracts, the surviving owner is considered the
beneficiary, and will take the place of any other 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. We determine the amount of the
death benefit (other than the applicable Guaranteed minimum death benefit) 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. 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 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.

If your surviving spouse rolls the death benefit proceeds over into a contract
issued by us, the death proceeds will remain invested in this contract until
your spouse's contract is issued and 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. The amount of the death benefit will be your account
value (without adjustment for any otherwise applicable negative market value
adjustment) as of the date your spouse's contract is issued or, if greater, the
applicable Guaranteed minimum death benefit as of the date of your death. We
determine the amount of the death benefit (other than 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 the death benefit terminates the contract.

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 a 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 IRA contracts. 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.

For NQ, TSA and IRA contracts, a beneficiary may be able to have limited
ownership as discussed under "Beneficiary continuation option" below.

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 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.

..   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

                                      35

                           PAYMENT OF DEATH BENEFIT






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 in
"Beneficiary continuation option" below.

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.

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 age 85 or younger as of
the date of the non-surviving spouse's death.

If your surviving spouse decides to continue the contract, then as of the date
we receive satisfactory proof of your death, any required instructions,
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 such account value, adjusted for any subsequent withdrawals. 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.

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.

..   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.

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.

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, 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 may elect the Spousal protection option at the time
you purchase your contract at no additional charge. Both spouses must be
between the ages of 55 and 70 at the time the contract is issued and must each
be 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 the Annual Ratchet to age 85 guaranteed minimum death
benefits, 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, 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.

..   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 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.

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.

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, TSA and NQ contracts.

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA, ROTH IRA AND TSA 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

                                      36

                           PAYMENT OF DEATH BENEFIT






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 adjusted for any subsequent withdrawals.

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 and TSA contracts, 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 traditional IRA, Roth IRA, and
TSA 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.

..   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 or an optional
    enhanced death benefit, 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.

..   Loans will no longer be available for TSA contracts.

..   The beneficiary may choose at any time to withdraw all or a portion of the
    account value.

..   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 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.

..   If you had elected the Guaranteed minimum income benefit or an optional
    enhanced death benefit, 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.

..   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

                                      37

                           PAYMENT OF DEATH BENEFIT






   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 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, adjusted for any subsequent withdrawals.

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.

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.

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                           PAYMENT OF DEATH BENEFIT





7. 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 EQUI-VEST(R) At Retirement/SM/ contracts owned by
United States individual taxpayers. The tax rules can differ, depending on the
type of contract, whether NQ, traditional IRA, Roth IRA 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. Transfers of the
contract, rights or values under the contract, or payments under the contract,
for example, the 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.

FATCA


Even though this section in the Prospectus discusses consequences to United
States individuals you should be aware that the Foreign Account Tax Compliance
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments
may require AXA Equitable and its affiliates to obtain specified documentation
of an entity's status before payment is made in order to avoid punitive 30%
FATCA withholding. The FATCA rules are initially directed at foreign entities,
and may presume that various U.S. entities are "foreign" unless the U.S. entity
has documented its U.S. status by providing Form W-9. Also, in future years
FATCA and related rules may require us to document the status of certain
contractholders, as well as report contract values and other information for
such contractholders. For this reason AXA Equitable and its affiliates intend
to require appropriate status documentation at purchase, change of ownership,
and affected payment transactions including death benefit payments. FATCA and
its related guidance is extraordinarily complex and its effect varies
considerably by type of payor, type of payee and type of recipient.


SPOUSAL STATUS


The determination of spousal status is made under applicable state law. In June
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of
Marriage Act that precluded same-sex marriages from being recognized for
purposes of federal law was unconstitutional. The IRS adopted a rule
recognizing the marriage of same-sex individuals validly entered into in a
jurisdiction that authorizes same-sex marriages, even if the individuals are
domiciled in a jurisdiction that does not recognize the marriage. The IRS also
ruled that the term "spouse" does not include an individual who has entered
into a registered domestic partnership, civil union, or other similar
relationship that is not denominated as a "marriage" under the laws of that
jurisdiction. Absent further guidance, we intend to continue administering the
contract consistent with these IRS rulings. Therefore, exercise of any spousal
continuation right under a contract by an individual who does not meet the
definition of "spouse" under federal law may have adverse tax consequences. If
you are married to a same-sex spouse, you have all of the rights and privileges
under the contract as someone married to an opposite sex spouse. You should be
aware that the U.S. Supreme Court has agreed to hear another case addressing
same-sex marriage. It is not clear whether the outcome of this case will affect
our procedures. Consult with a tax adviser for more information on this subject.


BUYING A CONTRACT TO 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. 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, such as EQUI-VEST(R)
At Retirement/SM/'s choice of death benefits, the Guaranteed minimum income
benefit, selection of variable investment options, guaranteed interest option,
fixed maturity options and its choices of payout options, as well as 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 portfolios that you elect.

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 403(b) plans and IRAs. For this purpose additional annuity
contract benefits may include, but are not limited to, 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.

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                                TAX INFORMATION







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.

All nonqualified deferred annuity contracts that AXA Equitable and its
affiliates issue to you during the same calendar year are linked together and
treated as one contract for calculating the taxable amount of any distribution
from any of those contracts.

ANNUITY PAYMENTS

GMIB and other annuitization payments that are based on life or life expectancy
are considered annuity payments for tax purposes. 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.

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.

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.

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.

CONTRACTS PURCHASED THROUGH EXCHANGES

The sole way to purchase an EQUI-VEST(R) At Retirement/SM/ NQ contract is
through a transfer of funds from the original EQUI-VEST(R) contract which is
the source contract. Normally, exchanges of contracts are taxable events. The
transfer will be a tax deferred exchange under Section 1035 of the Internal
Revenue Code if:

..   The contract that is the source of the funds you are using to purchase the
    NQ contract is another nonqualified deferred annuity contract.

..   The owner and the annuitant are the same under the original EQUI-VEST(R)
    contract and the EQUI-VEST(R) At Retirement/SM/ NQ contract.

The tax basis, also referred to as your investment in the contract, of the
original EQUI-VEST(R) contract carries over to the EQUI-VEST(R) At
Retirement/SM/ NQ contract.

1035 EXCHANGES

In some cases you may make a tax-deferred 1035 exchange from a nonqualified
deferred annuity contract such as the EQUI-VEST(R) At Retirement/SM/ NQ
contract to:

..   another nonqualified deferred annuity contract; or

..   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).

An exchange to another contract will terminate any guaranteed benefits under
the contract.

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

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                                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.

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.

Partial 1035 exchanges are not available to purchase an EQUI-VEST(R) At
Retirement/SM/ contract.

Section 1035 exchanges are generally not available after the death of the
owner. The destination contract must meet specific post-death payout
requirements to prevent avoidance of the death of owner rules. See "Payment of
death benefit".

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.

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.

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.

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 in any year may have
to pay an additional surtax of 3.8%. (This tax has been informally referred to
as the "Net Investment Income Tax" or "NIIT"). 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 A. If you were
treated as the owner, you would be taxed 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 A. 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 A, 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 A.

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 for the benefit of the IRA owner. The assets funding the account
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, including SEP-IRAs
    and SIMPLE IRAs issued and funded in connection with employer-sponsored
    retirement plans; and

..   Roth IRAs, funded on an after-tax basis.

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                                TAX INFORMATION







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 Publications 590-A ("Contributions to Individual Retirement
Arrangements (IRAs") and 590-B ("Distributions from Individual Retirement
Arrangements (IRAs") These publications are 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 purchase
the contract as a traditional IRA or Roth IRA.

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.

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).

We have not applied for an opinion letter from the IRS to approve the
respective forms of the EQUI-VEST(R) At Retirement/SM/ traditional and Roth IRA
contracts for use as a traditional and Roth IRA, respectively. Such IRS
approval is a determination only as to the form of the annuity and does not
represent a determination of the merits of the annuity as an investment.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

You can cancel any version of the EQUI-VEST(R) At Retirement/SM/ 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 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. Generally, individuals may make three
different types of contributions to purchase a traditional IRA or as additional
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").

This IRA may be funded through direct transfer of funds only and not through
regular or rollover contributions.

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.

Except as discussed below, the total amount of any distribution from a
traditional IRA must be included in your gross income as ordinary income. We
report all payments from traditional IRA contracts on IRS Form 1099-R.

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
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 excess contributions, under
    technical income tax rules; or

..   the entire amount received is rolled over to another traditional IRA or
    other eligible retirement plan which agrees to accept the funds.

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. We call this the "one-per-year limit." It is the IRA
owner's responsibility to determine if this rule is met. 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 ROLLOVER 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.

ROLLOVERS TO ELIGIBLE RETIREMENT PLANS

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

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                                TAX INFORMATION






plan, TSA 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 roll-over.

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. Please see your tax adviser for more information.

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY


Specified distributions from IRAs directly transferred to charitable
organizations have been tax-free to IRA owners age 70 1/2 or older in past
years. This is a temporary provision and must be extended by Congress to be in
effect for a particular year. In past years Congress has sometimes extended
this provision retroactively. You can direct AXA Equitable to make a
distribution directly to a charitable organization you request whether or not
such distribution might be eligible for favorable tax treatment. If favorable
tax treatment is important to you, you should check with your own tax advisor
to see if this provision is in effect before you request a charitable direct
transfer from your IRA.


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 minimum income benefits and enhanced death
benefits. This could increase the amount required to be distributed from these
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 1 - April 1). 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 "required minimum distribution (RMD) automatic withdrawal option." 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, if you are taking account-based withdrawals from all of your traditional
IRAs, 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.

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                                TAX INFORMATION







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.

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.

SUCCESSOR OWNER AND ANNUITANT

If your spouse is the sole primary beneficiary and elects to become the
successor owner and annuitant, 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

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

..   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).

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.

                                      44

                                TAX INFORMATION







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 IRAs."

The EQUI-VEST(R) At Retirement/SM/ 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

Generally, individuals may make four different types of contributions to
purchase a Roth IRA or as later additions to an existing 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

..   tax-free direct custodian-to-custodian transfers from other Roth IRAs
    ("direct transfers").

This Roth IRA may be funded only through direct transfer of funds and not
through regular Roth IRA contributions or rollover contributions. Also, if the
funds are originally in a traditional IRA, you must convert to Roth IRA in your
original EQUI-VEST(R) contract before you apply the funds to an EQUI-VEST(R) At
Retirement/SM/ contract.

RECHARACTERIZATIONS

Generally, 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. Any recharacterization of a Roth IRA contribution to a
traditional IRA contribution, if available, must be done in the original
EQUI-VEST(R) Roth IRA contract and not in the EQUI-VEST(R) At Retirement/SM/
contract.

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.


You may roll over amounts from one Roth IRA to another Roth IRA if you complete
the transaction within 60 days of when you receive the funds. 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. We call this the "one-per-year limit." It is the Roth IRA owner's
responsibility to determine if this rule is met. Trustee-to-trustee or
custodian-to-custodian direct transfers can be made more frequently than once a
year.


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.

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

..   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.

                                      45

                                TAX INFORMATION







To determine the taxable amount distributed, distributions and contributions
are aggregated or grouped 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.

EARLY DISTRIBUTION PENALTY TAX

Same as traditional IRA.

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

This section of the prospectus 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)". If the rules are the same as those that apply to another
kind of contract, for example, traditional IRA contracts, we will refer you to
the same topic under "traditional IRAs."

--------------------------------------------------------------------------------
THE DISCLOSURE GENERALLY ASSUMES THAT THE TSA HAS 403(B) CONTRACT STATUS OR
QUALIFIES AS A 403(B) CONTRACT. DUE TO INTERNAL REVENUE SERVICE AND TREASURY
REGULATORY CHANGES IN 2007 WHICH BECAME FULLY EFFECTIVE ON JANUARY 1, 2009,
CONTRACTS ISSUED PRIOR TO 2009 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.
--------------------------------------------------------------------------------

FINAL REGULATIONS UNDER SECTION 403(B)

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. These rules became fully effective on January 1, 2009, but various
transition rules applied beginning in 2007. There are still a number of
uncertainties regarding the application of these rules. The 2007 Regulations
raise a number of questions as to the effect of the 2007 Regulations on 403(b)
TSA contracts 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.

PERMISSIBLE INVESTMENTS. The 2007 Regulations retain the rule that there are
generally two types of investments available to fund 403(b) plans -- an annuity
contract under Section 403(b)(1) of the Internal Revenue Code or a custodial
account that invests only in mutual funds and which is treated as an annuity
contract under Section 403(b)(7) of the Code. Both types of 403(b) funding
vehicles qualify for tax deferral.

EMPLOYER PLAN REQUIREMENT. The thrust of the 2007 Regulations is to require a
written plan document for Section 403(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.

As part of this process, the sponsoring employer designates the insurance
companies or mutual fund companies to which it will make contributions to
purchase 403(b) annuity contracts or 403(b)(7) custodial accounts under its
403(b) plan. These companies are typically referred to as "approved providers"
or "approved vendors" under the employer's 403(b) plan, although such terms are
not used in the 2007 Regulations. If AXA Equitable is not an approved provider
under an employer's 403(b) plan, active participants in that employer's plan
may have to transfer funds from their EQUI-VEST(R) TSA contracts to another
403(b) plan funding vehicle in a contract exchange under the same plan in order
to avoid significant limitations under the 403(b) plan for transactions on the
contract.

ALTHOUGH IT IS NOT CLEAR UNDER THE 2007 REGULATIONS, IT APPEARS THAT (I)
ANNUITY CONTRACTS ISSUED TO EMPLOYEES TERMINATING EMPLOYMENT OR RETIRING FROM
SERVICE WITH THE EMPLOYER WHICH PROVIDED THE FUNDS MAY NOT BE CONSIDERED AS
403(B) ANNUITY CONTRACTS IF NO LONGER PART OF THE EMPLOYER'S PLAN, OR (II) EVEN
IF SUCH CONTRACTS RETAIN 403(B) STATUS (SO THAT AMOUNTS CAN BE ROLLED OVER INTO
ANOTHER ELIGIBLE RETIREMENT PLAN WHICH AGREES TO ACCEPT THE FUNDS), LOANS ARE
NOT AVAILABLE. FOR THIS REASON YOU SHOULD DISCUSS WITH YOUR TAX ADVISER WHETHER
YOU SHOULD PURCHASE AN EQUI-VEST(R) AT RETIREMENT/SM/ TSA CONTRACT OR RETAIN A
PREVIOUSLY-PURCHASED CONTRACT, OR INSTEAD ROLL IT OVER INTO ANOTHER ELIGIBLE
RETIREMENT PLAN WHICH WILL ACCEPT THE FUNDS, SUCH AS A TRADITIONAL IRA.

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

                                      46

                                TAX INFORMATION






one 403(b) contract to another, without reportable taxable income to the
individual. Under the 2007 Regulations and other IRS published guidance, direct
transfers made after September 24, 2007 may still be permitted with plan or
employer approval as described below.

EFFECT OF THE 2007 REGULATIONS ON CONTRIBUTIONS TO THE EQUI-VEST(R) AT
RETIREMENT/SM/ TSA CONTRACT

Because the EQUI-VEST(R) at Retirement/SM/ TSA contract (i) was designed to be
purchased through an individual-initiated, Rev. Rul. 90-24 tax-free direct
transfer of funds from one 403(b) arrangement to another and (ii) does not
accept employer-remitted contributions, contributions to an EQUI-VEST(R) at
Retirement/SM/ TSA contract are extremely limited as described below.
EQUI-VEST(R) at Retirement/SM/ TSA contracts issued pursuant to a Rev. Rul.
90-24 direct transfer where applications and all transfer paperwork were
received by our processing office in good order prior to September 25, 2007 are
generally "grandfathered" as to 403(b) status. However, future transactions
such as loans and distributions under such "grandfathered" contracts may result
in adverse tax consequences to the owner unless the contracts are or become
part of the employer's 403(b) plan, or the employer enters into an information
sharing agreement with us.

DIRECT TRANSFER CONTRIBUTIONS

A tax-free direct transfer occurs when changing the 403(b) plan funding
vehicle, even if there is no distributable event. Under a direct transfer a
plan participant does not receive a distribution.

The 2007 Regulations provide for two types of direct transfers between 403(b)
funding vehicles: "plan-to-plan transfers" and "contract exchanges within the
same 403(b) plan". 403(b) plans do not have to offer these options. A
"plan-to-plan transfer" must meet the following conditions: (i) both the source
403(b) plan and the recipient 403(b) plan permit plan-to-plan transfers;
(ii) the transfer from one 403(b) plan to another 403(b) plan is made for a
participant (or beneficiary of a deceased participant) who is an employee or
former employee of the employer sponsoring the recipient 403(b) plan;
(iii) immediately after the transfer the accumulated benefit of the participant
(or beneficiary) whose assets are being transferred is at least equal to the
participant's (or beneficiary's) accumulated benefit immediately before the
transfer; (iv) the recipient 403(b) plan imposes distribution restrictions on
transferred amounts at least as stringent as those imposed under the source
403(b) plan; and (v) if the plan-to-plan transfer is not a complete transfer of
the participant's (or beneficiary's) interest in the source 403(b) plan, the
recipient 403(b) plan treats the amount transferred as a continuation of a pro
rata portion of the participant's (or beneficiary's) interest in the source
403(b) plan (for example with respect to the participant's interest in any
after-tax employee contributions).

A "contract exchange within the same 403(b) plan" must meet the following
conditions: (i) the 403(b) plan under which the contract is issued must permit
contract exchanges; (ii) immediately after the exchange the accumulated benefit
of the participant (or beneficiary of a deceased participant) is at least equal
to the participant's (or beneficiary's) accumulated benefit immediately before
the exchange (taking into account the accumulated benefit of that participant
(or beneficiary) under both section 403(b) contracts immediately before the
exchange); (iii) the contract issued in the exchange is subject to distribution
restrictions with respect to the participant that are not less stringent than
those imposed on the contract being exchanged; and (iv) the employer sponsoring
the 403(b) plan and the issuer of the contract issued in the exchange agree to
provide each other with specified information from time to time in the future
("an information sharing agreement"). The shared information is designed to
preserve the requirements of Section 403(b), primarily to comply with loan
requirements, hardship withdrawal rules, and distribution restrictions.

We currently do not offer a 403(b) contract for a beneficiary of a deceased
participant as discussed above.

SPECIAL RULE FOR ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS AFTER AGE
70 1/2. The amount of any direct transfer contributions made to a 403(b)
annuity contract must be net of the required minimum distribution for the tax
year in which the contract is issued if the owner is at least age 70 1/2 in the
calendar year the contribution is made, and has retired from service with the
employer who sponsored the plan or provided the funds to purchase the 403(b)
annuity contract which is the source of the contribution.

DISTRIBUTIONS FROM TSAS

GENERAL. Certain amounts under a 403(b) TSA contract may be restricted from
withdrawal but these restrictions do not apply after severance from employment
with the employer who provided the funds to purchase the contract. The
EQUI-VEST(R) At Retirement/SM/ TSA contract is available for purchase only to
TSA participants who are no longer employed with the employer who provided the
funds for the purchase of the original EQUI-VEST(R) TSA contract. Prior to the
2007 Regulations, restrictions on distributions which generally apply to
certain amounts in TSAs did not apply to loans, withdrawals or other payments
for such severed-from-employment individuals. Generally, after the 2007
Regulations, employer or plan administrator consent is required for loan,
withdrawal or distribution transactions under a 403(b) annuity contract. It is
not clear how the 2007 Regulations affect post-separation from service contract
withdrawals from the EQUI-VEST(R) At Retirement/SM/ TSA. Processing of a
requested transaction will not be completed pending receipt of information
required to process the transaction under an information sharing agreement
between AXA Equitable and the employer sponsoring the plan.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs 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 TSAs are includable in
gross income as ordinary income. (For example, there is a limited exclusion
from gross income for distributions used to pay qualified health insurance
premiums of an eligible retired public safety officer from eligible
governmental employer, 403(b) plans.) Distributions from TSAs may be subject to
20% federal income tax withholding. See "Federal and state income tax
withholding and information reporting" later in this section. In addition, TSA
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 we currently do not accept
after-tax funds, we do not track your investment in the contract, if any. We
will report all distributions from this TSA as fully taxable. It is your
responsibility to determine how much of the distribution is taxable.
EQUI-VEST(R)At Retirement/SM/ TSA is not available if you have made designated
Roth contributions to your original EQUI-VEST(R) TSA contract.

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 prior

                                      47

                                TAX INFORMATION






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 the annuitant's life
or life expectancy are considered annuity payments for tax purposes. If you
elect an annuity payout option, you will recover any investment in the contract
as each payment is received by dividing the investment in the 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 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 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 generally receive the same tax treatment as distributions during your
lifetime. In some instances, distributions from a TSA 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 roll over a TSA 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. Loan processing may be delayed pending receipt of information
required to process the loan under an information sharing agreement. Processing
of a loan request will not be completed pending receipt of information required
to process the transaction under 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, including unpaid interest, 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 by TSAs 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 twelve
    months over the outstanding loan balance of plan loans on the date the loan
    was made. 403(b) plans are included in "all qualified plans of the
    employer" for this purpose. Also, for the purposes of calculating any
    subsequent loans which may be made under any plan of the same employer, a
    defaulted loan is treated as still outstanding even after the default is
    reported to the IRS. The amount treated as outstanding (which limits any
    subsequent loan) includes interest on the unpaid balance.

..   In general, the term of the loan cannot exceed five years unless the loan
    is used to acquire the participant's primary residence. EQUI-VEST(R) At
    Retirement/SM/ TSA contracts have a term limit of 10 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 with respect to an EQUI-VEST(R) At Retirement/SM/ TSA
contract and not repaid may be treated as a distribution if:

..   the loan does not qualify under the conditions above; or

..   the participant fails to repay the interest or principal when due.

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.

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 traditional inherited IRA under certain circumstances.

Distributions from a 403(b) annuity contract can be rolled over to a Roth IRA.
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 that are: (1) contract exchanges under the same 403(b) plan,
(2) direct 403(b) plan-to-403(b) plan transfers, or (3) used to purchase
permissive service credits under a retirement plan are not distributions.

REQUIRED MINIMUM DISTRIBUTIONS

Generally the same as traditional IRA 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 TSAs 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.

                                      48

                                TAX INFORMATION






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 who provided the funds for the TSA 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. (This exception is unlikely to apply as severance from
    employment from the employer who provided the funds to purchase the
    original EQUI-VEST(R) TSA contract is a condition for purchasing the
    EQUI-VEST(R) At Retirement/SM/ TSA contract.)

..   403(b) plan participants may also delay the start of required minimum
    distributions to age 75 of the portion of their account value attributable
    to their December 31, 1986 TSA account balance, even if retired at age
    70 1/2. We will know whether or not you qualify for this exception because
    it applies only to people who purchase their EQUI-VEST(R) At Retirement/SM/
    TSA contract by direct Revenue Ruling 90-24 transfers. The information from
    your original EQUI-VEST(R) contract carries over.

SPOUSAL CONSENT RULES

If your original EQUI-VEST(R) TSA contract is subject to ERISA, your purchase
of EQUI-VEST(R) At Retirement/SM/ TSA contract is subject to prior spousal
consent. Your spouse must sign the Conversion Acknowledgement Form. 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.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA 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).


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.


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 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 includable 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 United States citizens residing outside of
the United States, foreign recipients, and certain U.S. entity recipients that
are treated as foreign because they fail to document their U.S. status before
payment is made. We do not discuss these rules here in detail. However, we may
require additional documentation in the case of payments made to United States
persons living abroad and non-United States persons (including U.S. entities
treated as foreign) 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 state 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.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

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FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different marital
status and number of withholding exemptions, we withhold assuming that you are
married and claiming three withholding exemptions. If you do not give us your
correct Taxpayer Identification Number, we withhold as if you are single with
no exemptions.

Your withholding election remains effective unless and until you revoke it. You
may revoke or change your withholding election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

For a non-periodic distribution (total surrender or partial withdrawal), we
generally withhold at a flat 10% rate. We apply that rate to the taxable amount
in the case of nonqualified contracts, and to 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.

If a non-periodic distribution from a TSA is not an eligible rollover
distribution then the 10% withholding rate also applies.

MANDATORY WITHHOLDING FROM ELIGIBLE ROLLOVER DISTRIBUTIONS

Unless the distribution is directly rolled over to another eligible retirement
plan, eligible rollover distributions from TSAs are subject to mandatory 20%
withholding. See "Distributions from TSAs" earlier in this prospectus. No
election out of withholding is permitted. An eligible rollover distribution
from a TSA can be rolled over to another eligible retirement plan, including an
IRA.

All distributions from a TSA are eligible rollover distributions unless they
are on the following list of exceptions:

..   any distributions which 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 the life
    (or life expectancy) or the joint lives (or joint life expectancies) of the
    plan participant (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

..   a death benefit payment to a beneficiary who is not the plan participant's
    surviving spouse; or

..   a qualified domestic relations order distribution to a beneficiary who is
    not the plan participant's current spouse or former spouse.

A death benefit payment to the plan participant's surviving spouse, or a
qualified domestic relations order distribution to the plan participant's
current or former spouse, may be a distribution subject to mandatory 20%
withholding.

IMPACT OF TAXES TO AXA EQUITABLE

The contracts provide that we may charge Separate Account A 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 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.

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                                TAX INFORMATION





8. More information

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

ABOUT OUR SEPARATE ACCOUNT A

Each variable investment option is a subaccount of our Separate Account A. We
established Separate Account A in 1968 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 A 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
A that represent our investments in Separate Account A or that represent fees
and charges under the contracts that we have earned. The results of Separate
Account A'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 A. However, the obligations themselves
are obligations of AXA Equitable.

Separate Account A 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 A.
Although Separate Account A is registered, the SEC does not monitor the
activity of Separate Account A 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 A that is
available under the contract 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 A, 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 A 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 A or a
   variable investment option directly);

(5)to deregister Separate Account A under the Investment Company Act of 1940;

(6)to restrict or eliminate any voting rights as to Separate Account A; 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 the Separate Account, you will be notified of such exercise, as
required by law.

ABOUT THE TRUST

The Trust is registered under the Investment Company Act of 1940. It is
classified as "open-end management investment companies," more commonly called
mutual funds. The Trust issues different shares relating to each portfolio.

The Board of Trustees of the Trust serves for the benefit of the Trust's
shareholders. The Board of Trustees may take many actions regarding the
portfolios (for example, the Board of Trustees can establish additional
portfolios or eliminate existing portfolios; change portfolio investment
objectives; and change portfolio investment policies and strategies). In
accordance with applicable law, certain of these changes may be implemented
without a shareholder vote and, in certain instances, without advanced notice.
More detailed information about certain actions subject to notice and
shareholder vote for the Trust, and other information about the portfolios,
including portfolio investment objectives, policies, restrictions, risks,
expenses, its Rule 12b-1 plan and other aspects of its operations, appears in
the prospectuses for the 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.

The rates to maturity are determined weekly. The rates in the table below are
illustrative only and will most likely differ from the rates applicable at time
of purchase. Current rates to maturity can be obtained from TOPS or Online
Account Access or your financial professional.


The rates to maturity for new allocations as of February 17, 2015 and the
related price per $100 of maturity value were as shown below:





-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2015              3.00%/(1)/         $99.05
-------------------------------------------------------
      2016              3.00%/(1)/         $96.16
-------------------------------------------------------
      2017              3.00%/(1)/         $93.36
-------------------------------------------------------
      2018              3.00%/(1)/         $90.64
-------------------------------------------------------
      2019              3.00%/(1)/         $88.00
-------------------------------------------------------
      2020              3.00%/(1)/         $85.43
-------------------------------------------------------
      2021              3.00%/(1)/         $82.94
-------------------------------------------------------



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-------------------------------------------------------
 FIXED MATURITY
  OPTIONS WITH
   JUNE 15TH
MATURITY DATE OF RATE TO MATURITY AS  PRICE PER $100 OF
 MATURITY YEAR   OF FEBRUARY 17, 2015  MATURITY VALUE
-------------------------------------------------------
                                
      2022              3.00%/(1)/         $80.52
-------------------------------------------------------
      2023              3.00%/(1)/         $78.18
-------------------------------------------------------
      2024                3.05%            $75.55
-------------------------------------------------------



(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 (up or
down) 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.

   (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 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.
--------------------------------------------------------------------------------

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. See Appendix II 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 in accordance with our procedures then in effect. We reserve the
right to add up to 0.50% 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 have no specific formula for establishing the rates to maturity for 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.

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

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.

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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.

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 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.

..   A loan request under your 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.

CONTRIBUTIONS AND TRANSFERS

..   Contributions allocated to the variable investment options are invested at
    the unit value next determined after the receipt of the contribution.

..   Contributions allocated to the guaranteed interest option will receive the
    crediting rate in effect on that business day for the specified time period.

..   Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

..   If a fixed maturity option is scheduled to mature on June 15th and
    June 15th is a non-business day, that fixed maturity option will mature on
    the prior business day.

..   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 receive the rate to maturity in
    effect for that fixed maturity option on that business day.

..   Transfers to the guaranteed interest option will receive the crediting rate
    in effect on that business day for the specified time period.

..   Transfers out of a fixed maturity option will be at the market adjusted
    amount on that business day.

..   For the fixed-dollar option, the first monthly transfer will occur on the
    last business day of the month in which we receive your election form at
    our processing office.

..   For the interest sweep, 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.

..   Quarterly rebalancing will be processed on a calendar year basis.
    Semiannual or annual rebalancing will be processed on the first business
    day of the month. Rebalancing will not be done retroactively.

..   Requests for withdrawals or surrenders will occur on the business day that
    we receive the information that we require.

ABOUT YOUR VOTING RIGHTS

As the owner of the shares of the Trust 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 the
    Trust; or

..   any other matters described in the prospectus for the 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.

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The Trust sells its 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. EQ Advisors Trust also sells its shares to the trustee of a
qualified plan for AXA Equitable. We currently do not foresee any disadvantages
to our policyowners arising out of these arrangements. However, the Board of
Trustees or Directors of the Trust intend 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 policyowners, we will see to it that appropriate
action is taken to do so.

SEPARATE ACCOUNT A 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.


CYBERSECURITY

Our variable product business is highly dependent upon the effective operation
of our computer systems and those of our business partners, so our business is
potentially susceptible to operational and information security risks resulting
from a cyber-attack. These risks include, among other things, the theft,
misuse, corruption and destruction of data maintained online or digitally,
denial of service attacks on websites and other operational disruption and
unauthorized release of confidential customer information. Cyber-attacks
affecting us, any third party administrator, the underlying funds,
intermediaries and other affiliated or third-party service providers may
adversely affect us and your Contract Value. For instance, cyber-attacks may
interfere with our processing of contract transactions, including the
processing of orders from our website or with the underlying funds, impact our
ability to calculate AUVs, cause the release and possible destruction of
confidential customer or business information, impede order processing, subject
us and/or our service providers and intermediaries to regulatory fines and
financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your Contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your Contract due to cyber-attacks or information
security breaches in the future.


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.

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.

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 A, nor would any of these
proceedings be likely to have a material adverse effect upon Separate Account
A, our ability to meet our obligations under the contracts, or the distribution
of the contracts.

FINANCIAL STATEMENTS

The financial statements of Separate Account A, 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 (800) 628-6673.

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. We may refuse to process a change of ownership of an NQ
contract to an entity without appropriate documentation of status on IRS Form
W-9 (or, if IRS Form W-9 cannot be provided because the entity is not a U.S.
entity, on the appropriate type of Form W-8).

For NQ contracts only, subject to regulatory approval, if you elected the
Guaranteed minimum death benefit and/or Guaranteed minimum income benefit
("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 V later in this prospectus for any state
variations with regard to terminating any benefits under your contract.

You cannot assign or transfer ownership of IRA or TSA contracts except by
surrender to us. Loans are not available and you cannot assign IRA contracts as
security for a loan or other obligation. Loans are generally available under a
TSA contract.

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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 or TSA contract to
another similar arrangement under federal income tax rules.

DISTRIBUTION OF THE CONTRACTS

The contracts are distributed by AXA Advisors, LLC ("AXA Advisors"). AXA
Advisors serves as a principal underwriter of Separate Account A. The offering
of the contracts is intended to be continuous.

AXA Advisors is an affiliate of AXA Equitable. AXA Advisors is under the common
control of AXA Financial, Inc. Its principal business address is 1290 Avenue of
the Americas, New York, NY 10104. It is registered with the SEC as a
broker-dealer and is a member of the Financial Industry Regulatory Authority,
Inc. ("FINRA"). AXA Advisors is also a distributor 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 AXA
Advisors ("Selling broker-dealers").

AXA Equitable pays compensation to AXA Advisors based on contracts sold. AXA
Equitable may also make additional payments to AXA Advisors. 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 AXA Advisors 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 0.10% 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. 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.

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 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.

                                      55

                               MORE INFORMATION





9. Incorporation of certain documents by reference

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


AXA Equitable's Annual Report on Form 10-K for the period ended December 31,
2014 (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.

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.com.

                                      56

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE






Appendix I: Condensed financials

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

The following table shows the accumulation unit values and the number of
outstanding units for each variable investment option on the last business day
of the periods shown. The information presented is shown for the past ten
years, or from the first year the particular contracts were offered if less
than ten years ago.


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.25%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





----------------------------------------------------------------------------------------
                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------
                                          2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------
                                                               
 AXA BALANCED STRATEGY
----------------------------------------------------------------------------------------
   Unit value                            $110.45 $120.03 $115.70 $123.99 $139.17 $143.48
----------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      37      52      68      82      93
----------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
----------------------------------------------------------------------------------------
   Unit value                            $109.25 $117.76 $114.67 $121.39 $132.48 $135.81
----------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      11      18      15      19      19
----------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
----------------------------------------------------------------------------------------
   Unit value                            $105.46 $111.72 $111.12 $114.65 $118.18 $119.74
----------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3       7       6       7       6
----------------------------------------------------------------------------------------



                                      I-1

                       APPENDIX I: CONDENSED FINANCIALS





Appendix II: 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 June 15, 2015 to a fixed maturity option with a maturity date of June 15,
2023 (eight years later) at a hypothetical rate to maturity of 4.00% (H),
resulting in a maturity value of $136,886 on the maturity date. We further
assume that a withdrawal of $50,000 is made four years later, on June 15,
2019./(a)/





--------------------------------------------------------------------------------------------------------------------------
                                                                              HYPOTHETICAL ASSUMED RATE TO MATURITY/(J)/
                                                                               ON JUNE 15, 2019
                                                                              --------------------------------------------
                                                                                 2%                   6%
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
AS OF JUNE 15, 2019 BEFORE WITHDRAWAL
(1) market adjusted amount/(b)/                                               $126,455             $108,409
--------------------------------------------------------------------------------------------------------------------------
(2) fixed maturity amount/(c)/                                                $116,998             $116,998
--------------------------------------------------------------------------------------------------------------------------
(3) market value adjustment: (1) -- (2)                                       $  9,457             $ (8,589)
--------------------------------------------------------------------------------------------------------------------------
ON JUNE 15, 2019 AFTER $50,000 WITHDRAWAL
(4) portion of market value adjustment associated with the withdrawal:
  (3) x [$50,000/(1)]                                                         $  3,739             $ (3,961)
--------------------------------------------------------------------------------------------------------------------------
(5) portion of fixed maturity associated with the withdrawal: $50,000 -- (4)  $ 46,261             $ 53,961
--------------------------------------------------------------------------------------------------------------------------
(6) market adjusted amount (1) -- $50,000                                     $ 76,455             $ 58,409
--------------------------------------------------------------------------------------------------------------------------
(7) fixed maturity amount: (2) -- (5)                                         $ 70,738             $ 63,037
--------------------------------------------------------------------------------------------------------------------------
(8) maturity value/(d)/                                                       $ 82,762             $ 73,752
--------------------------------------------------------------------------------------------------------------------------



You should note that in this example, if a withdrawal is made when rates have
increased from 4.00% to 6.00% (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 4.00% to 2.00% (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        =               $136,886               where j is either 2% or 6%
----------------------          -----------------------------
(1+j)/(D/365)/                   (1+j)/(1,461/365)/

(c)Fixed maturity amount is based on the following calculation:
Maturity value        =               $136,886
----------------------          -----------------------------
(1+h)/(D/365)/                  (1+0.04)/(1,461/365)/

(d)Maturity value is based on the following calculation:

   Fixed maturity amount x (1+h)/(D/365)/  = ($70,738 or $63,037) x (1+0.04)/(1,461/365)/



                                     II-1

                 APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE





Appendix III: 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. Assuming
$100,000 is allocated to the variable investment options with no allocation to
the guaranteed interest option or the fixed maturity options, no subsequent
contributions, no transfers, no withdrawals and no loans under a TSA contract,
the enhanced death benefit for an annuitant age 55 would be calculated as
follows:



-------------------------------------------------------------------------------------------------------
                                                       6% ROLL-UP TO AGE       ANNUAL RATCHET TO AGE
  END OF CONTRACT YEAR         ACCOUNT VALUE            85 BENEFIT BASE           85 BENEFIT BASE
-------------------------------------------------------------------------------------------------------
                                                                     
           1                      $105,000                  $106,000                  $105,000
-------------------------------------------------------------------------------------------------------
           2                      $115,500                  $112,360                  $115,500
-------------------------------------------------------------------------------------------------------
           3                      $129,360                  $119,102                  $129,360
-------------------------------------------------------------------------------------------------------
           4                      $103,488                  $126,248                  $129,360
-------------------------------------------------------------------------------------------------------
           5                      $113,837                  $133,823                  $129,360
-------------------------------------------------------------------------------------------------------
           6                      $127,497                  $141,852                  $129,360
-------------------------------------------------------------------------------------------------------
           7                      $127,497                  $150,363                  $129,360
-------------------------------------------------------------------------------------------------------


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 death benefit is the current
   account value.

(2)At the end of contract years 4 through 7, the death benefit is the 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 THE 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./(1)/
----------
(1)At the end of contract years 4 through 7, the death benefit will be the
   enhanced death benefit. At the end of contract years 1, 2 and 3, the death
   benefit will be the current account value.

                                     III-1

                 APPENDIX III: ENHANCED DEATH BENEFIT EXAMPLE





Appendix IV: 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 and the Guaranteed minimum income benefit
under certain hypothetical circumstances for an EQUI-VEST(R) At Retirement/SM/
contract. The table illustrates the operation of a contract based on a male,
issue age 60, who makes a single $100,000 contribution to variable investment
options that roll-up at 6% only 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 (2.30)%, 3.70% for the EQUI-VEST(R) At Retirement/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 and the Guaranteed minimum income benefit
features. 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 and the Annual Ratchet to age 85 Guaranteed minimum death
benefit charge and the Guaranteed minimum income benefit 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 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 0.10%, and (2) an assumed
average asset charge for all other expenses of the underlying portfolios
equivalent to an effective annual rate of 0.70% 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 contract values
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. For new business, we will furnish you with a personalized
illustration upon request.


                                     IV-1

                    APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS






VARIABLE DEFERRED ANNUITY
EQUI-VEST(R) AT RETIREMENT/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
   GUARANTEED MINIMUM INCOME BENEFIT




-----------------------------------------------------------------------------------------------------------------------------
                                             GREATER OF 6% ROLL-UP
                                              TO AGE 85 OR                             LIFETIME ANNUAL    LIFETIME ANNUAL
                                             ANNUAL RATCHET                            GUARANTEED MINIMUM GUARANTEED MINIMUM
    CONTRACT                                 TO AGE 85 GUARANTEED                      INCOME BENEFIT     INCOME BENEFIT
AGE   YEAR    ACCOUNT VALUE    CASH VALUE    MINIMUM DEATH BENEFIT TOTAL DEATH 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     96,375 102,375  96,375 102,375 106,000    106,000    106,000   106,000      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
62      2     92,754 104,758  92,754 104,758 112,360    112,360    112,360   112,360      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
63      3     89,132 107,146  89,132 107,146 119,102    119,102    119,102   119,102      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
64      4     85,504 109,532  85,504 109,532 126,248    126,248    126,248   126,248      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
65      5     81,864 111,912  81,864 111,912 133,823    133,823    133,823   133,823      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
66      6     78,208 114,279  78,208 114,279 141,852    141,852    141,852   141,852      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
67      7     74,530 116,628  74,530 116,628 150,363    150,363    150,363   150,363      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
68      8     70,823 118,951  70,823 118,951 159,385    159,385    159,385   159,385      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
69      9     67,083 121,241  67,083 121,241 168,948    168,948    168,948   168,948      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
70     10     63,301 123,488  63,301 123,488 179,085    179,085    179,085   179,085   10,584    10,584   10,584    10,584
-----------------------------------------------------------------------------------------------------------------------------
75     15     43,539 133,745  43,539 133,745 239,656    239,656    239,656   239,656   15,362    15,362   15,362    15,362
-----------------------------------------------------------------------------------------------------------------------------
80     20     21,616 141,194  21,616 141,194 320,714    320,714    320,714   320,714   21,841    21,841   21,841    21,841
-----------------------------------------------------------------------------------------------------------------------------
85     25          0 143,636       0 143,636       0    429,187          0   429,187   39,700    39,700   39,700    39,700
-----------------------------------------------------------------------------------------------------------------------------
90     30          0 143,365       0 143,365       0    429,187          0   429,187      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
95     35          0 143,040       0 143,040       0    429,187          0   429,187      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.

                                     IV-2

                    APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS





Appendix V: State contract availability and/or variations of certain features
and benefits

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

The following information is a summary of the states where the EQUI-VEST(R) At
Retirement/SM/ contract 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.

STATES WHERE CERTAIN EQUI-VEST(R) AT RETIREMENT/SM/ FEATURES AND/OR BENEFITS
ARE NOT AVAILABLE OR VARY:



----------------------------------------------------------------------------------
 STATE         FEATURES AND BENEFITS             AVAILABILITY OR VARIATION
----------------------------------------------------------------------------------
                                           
MASSACHUSETTS  Guaranteed minimum death          Not Available
               benefit/Guaranteed minimum
               income benefit roll-up benefit
               base reset

               Guaranteed minimum income         Not Available
               benefit "no lapse guarantee"
----------------------------------------------------------------------------------
MINNESOTA      Guaranteed minimum death          Not Available
               benefit/Guaranteed minimum
               income benefit roll-up benefit
               base reset

               Guaranteed minimum income         Not Available
               benefit "no lapse guarantee"
----------------------------------------------------------------------------------
NEW YORK       Converting your EQUI-VEST(R)      All references to converting
               contract to an EQUI-VEST(R) At    your EQUI-VEST(R) contract to
               Retirement/SM/ contract           EQUI-VEST(R) At Retirement/SM/
                                                 is changed to: exchanging your
                                                 EQUI-VEST(R) contract for an
                                                 EQUI-VEST(R) At Retirement/SM/
                                                 contract.

               Greater of the 6% Roll-Up to age  Not Available
               85 or the Annual Ratchet to age
               85 enhanced death benefit

               Guaranteed minimum death          Not Available
               benefit/Guaranteed minimum
               income benefit roll-up benefit
               base reset

               Guaranteed minimum income         Not Available
               benefit "no lapse guarantee"

               Deduction of Charges for          With regard to the Guaranteed
               optional benefits                 minimum income benefit charge
                                                 and the Annual ratchet to age 85
                                                 enhanced death benefit charge,
                                                 we will deduct the related
                                                 charge as follows: 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 in order of the
                                                 earliest maturity date(s) first.
                                                 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.
                                                 Deductions from the fixed
                                                 maturity options cannot cause
                                                 the net interest credited for
                                                 the contract year to fall below
                                                 3.0%.

               Insufficient Account Value        If the account value in the
                                                 variable investment options and
                                                 the fixed maturity options is
                                                 insufficient to pay the enhanced
                                                 death benefit charge and/or the
                                                 guaranteed minimum income
                                                 benefit charge, and there is no
                                                 account value in the guaranteed
                                                 interest option, the contract
                                                 will terminate without value,
                                                 and you will lose any applicable
                                                 benefits.

               Annuity maturity date             The maturity date is the
                                                 contract date anniversary that
                                                 follows the annuitant's 90th
                                                 birthday.

               Variable Immediate Annuity        Not available on a Single life
               Payout Options -- Life Annuity    basis.
               Contracts
----------------------------------------------------------------------------------
OREGON         Fixed maturity options            Not Available
----------------------------------------------------------------------------------


                                      V-1

 APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS






Statement of additional information

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

TABLE OF CONTENTS



                                                             PAGE
                                                          

Who is AXA Equitable?                                         2

Calculating unit values                                       2

Custodian and independent registered public accounting firm   2

Distribution of the contracts                                 2

Financial statements                                          2


HOW TO OBTAIN AN EQUI-VEST(R) AT RETIREMENT/SM/ STATEMENT OF ADDITIONAL
INFORMATION FOR SEPARATE ACCOUNT A

Call (800) 628-6673 or send this request form to:
  EQUI-VEST(R) At Retirement/SM/
  P.O. Box 4956
  Syracuse, NY 13221-4956




----------------------------------------------------------------------------------
Please send me an EQUI-VEST(R) At Retirement/SM/ SAI for SEPARATE
ACCOUNT A dated May 1, 2015.
----------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------
Address
                                                                        
----------------------------------------------------------------------------------
City                                                                   State  Zip




                                            EQUI-VEST(R) At Retirement/SM/ ('04)
                                                                         #792726







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2014 PROSPECTUS FOR EQUI-VEST(R) AT
RETIREMENT/SM/


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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement of additional information,
(together the "prospectus"). 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 the
variable investment options that are available for all EQUI-VEST(R) At
Retirement/SM/ contracts issued prior to July 20, 2009. For contracts issued
prior to July 20, 2009, the variable investment options described in your
prospectus are not available. The guaranteed interest option and the fixed
maturity options described in your prospectus will continue to be available.

Because of the changes to the variable investment options available under the
contract, certain features not described in your prospectus will be available.
We detail those changes in this Supplement.

CHANGES TO THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER EQUI-VEST(R) AT
RETIREMENT/SM/

For contracts issued prior to July 20, 2009, your EQUI-VEST(R) At
Retirement/SM/ contract allows you to invest in one or more of the variable
investment options described in this Supplement. These variable investment
options invest in corresponding portfolios of AXA Premier VIP Trust and EQ
Advisors Trust. There is a list of these portfolios later in this Supplement.

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. PLEASE SEE THE PROSPECTUS FOR AXA
PREMIER VIP TRUST AND EQ ADVISORS TRUST FOR MORE DETAILED INFORMATION ABOUT THE
PORTFOLIOS.

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

Please note that from here forward, the section headings in this Supplement
correspond to the section headings in your prospectus.

WHAT IS EQUI-VEST(R) AT RETIREMENT/SM/?

1. The variable investment options shown on the cover page of the prospectus
   are not available. You may select from one or more of the following variable
   investment options:
VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/Intermediate Government Bond
.. EQ/Money Market
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA/AB Small Cap Growth/(1)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA Mutual Large Cap Equity Managed Volatility
.. AXA Templeton Global Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index

.. EQ/Equity Growth PLUS

.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T.Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology

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


INTERNATIONAL STOCKS/GLOBAL

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Value Managed Volatility

.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global


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


ASSET ALLOCATION/HYBRID

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

.. AXA Aggressive Allocation
.. AXA Conservative Allocation
.. AXA Conservative-Plus Allocation
.. AXA/Franklin Balanced Managed Volatility
.. AXA/Franklin Templeton Allocation Managed Volatility

.. AXA Moderate Allocation

.. AXA Moderate-Plus Allocation

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

(1)This is the variable investment option's new name, effective on or about
   May 22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for the variable investment option's former
   name.


Throughout your prospectus, all references to "the variable investment options"
should be considered references to these variable investment options. All
references to other individual portfolios available in the product should be
disregarded, as they are not available.

2. If you elect the Guaranteed withdrawal benefit for life, your investment
   options will be limited to the guaranteed interest option and the permitted
   variable investment options described in this Supplement.

                                             EQUI-VEST(R) At Retirement/SM/(IF)

                                                                        #790415






Fee table

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

1. The Portfolio operating expense tables (and corresponding footnotes) in your
   prospectus are deleted and replaced with the following tables and footnotes:



                                                                                                
PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 (expenses that are deducted from portfolio  Lowest Highest
assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(1)/        0.62%  1.44%
-------------------------------------------------------------------------------------------------------------



(1)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the Multimanager
   Technology Portfolio.


2. EXAMPLE

  The table in the Example in your prospectus is deleted and replaced with the
  following table:






------------------------------------------------------------------------------------------------------------
                                                                         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      $1,642  $2,556   $5,051   $420    $1,292    $2,206    $4,701
------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                        N/A      $1,387  $2,138   $4,253   $334    $1,037    $1,788    $3,903
------------------------------------------------------------------------------------------------------------



3. CONDENSED FINANCIAL INFORMATION

  The information shown in Appendix I is deleted in its entirety and replaced
  with the information presented later in this Supplement under the heading
  "Appendix I: Condensed financial information".

CONTRACT FEATURES AND BENEFITS

1. WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

  If you elect the Guaranteed withdrawal benefit for life, your investment
  options will be limited to the guaranteed interest option, the AXA Allocation
  portfolios and the AXA/Franklin Templeton Allocation Managed Volatility
  portfolio (the "permitted variable investment options").

2. PORTFOLIOS OF THE TRUSTS

  The information in this section of the prospectus is deleted in its entirety
  and replaced with the following:

     We offer affiliated Trusts, which in turn offer one or more Portfolios.
     AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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 FMG has entered into sub-advisory agreements with one or
     more investment advisers (the "sub-advisers") to carry out the day-to-day
     investment decisions for the Portfolios. As such, among other
     responsibilities, AXA FMG 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 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. In addition, AXA FMG receives
     management fees and administrative fees in connection with the services it
     provides to the affiliated 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,
     as well as the Portfolios' investment management fees and administrative
     expenses, 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 and incentive for us to select Portfolios (and
     classes of shares of Portfolios) that pay us higher amounts.


     Some Portfolios invest in other affiliated Portfolios ("the AXA Fund of
     Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
     convenient opportunity to invest in other Portfolios that are managed and
     have been selected for inclusion in the AXA Fund of Fund Portfolios by AXA
     FMG. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may
     promote the benefits of such Portfolios to contract owners and/or suggest
     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 Fund of Fund Portfolios than certain
     other Portfolios available to you under your contract. Please see
     "Allocating your contributions" later in this section for more information
     about your role in managing your allocations.


                                      2







     As described in more detail in the Portfolio prospectuses, the AXA Managed
     Volatility Portfolios may utilize a proprietary volatility management
     strategy developed by AXA FMG (the "AXA volatility management strategy"),
     and, in addition, certain AXA Fund of Fund Portfolios may invest in
     affiliated Portfolios that utilize this strategy. The AXA volatility
     management strategy uses futures and options, such as exchange-traded
     futures and options contracts on securities indices, to reduce the
     Portfolio's equity exposure during periods when certain market indicators
     indicate that market volatility above specific thresholds set for a
     Portfolio. When market volatility is increasing above the specific
     thersholds set for a Portfolio utilizing the AXA volatility management
     strategy, the manager of the Portfolio may reduce equity exposure.
     Although this strategy is intended to reduce the overall risk of investing
     in the Portfolio, it may not effectively protect the Portfolio from market
     declines and may increase its losses. Further, during such times, the
     Portfolio's exposure to equity securities may be less than that of a
     traditional equity portfolio. This may limit the Portfolio's participation
     in market gains and result in periods of underperformance, including those
     periods when the specified benchmark index is appreciating, but market
     volatility is high. It may also impact the value of certain guaranteed
     benefits, as discussed below.


     The AXA Managed Volatility Portfolios that include the AXA volatility
     management strategy as part of their investment objective and/or principal
     investment strategy, and the AXA Fund of Fund Portfolios that invest in
     Portfolios that use the AXA volatility management strategy, are identified
     below in the chart by a "(check mark)" under the column entitled
     "Volatility Management."

     Portfolios that utilize the AXA volatility management strategy (or, in the
     case of certain AXA Fund of Fund Portfolios, invest in other Portfolios
     that use the AXA volatility management strategy); investment options
     restrictions in connection with any guaranteed benefit that include these
     Portfolios; and the ATP are designed to reduce the overall volatility of
     your account value and provide you with risk-adjusted returns over time.
     The reduction in volatility help us manage the risks associated with
     providing guaranteed benefits during times of high volatility in the
     equity market. During rising markets, the AXA volatility management
     strategy, however, could result in your account value rising less than
     would have been the case had you been invested in a Portfolio that does
     not utilize the AXA Volatility management strategy (or, in the case of the
     AXA Fund of Fund Portfolios, invest exclusively in other Portfolios that
     do not use the AXA volatility management strategy). This may effectively
     suppress the value of guaranteed benefit(s) that are eligible for periodic
     benefit base resets because your benefit base is available for resets only
     when your account value is higher. Conversely, investing in investment
     options that feature a managed-volatility strategy may be helpful in a
     declining market when high market volatility triggers a reduction in the
     investment option's equity exposure because during these periods of high
     volatility, the risk of losses from investing in equity securities may
     increase. In these instances, your account value may decline less than
     would have been the case had you not been invested in investment options
     that feature a volatility management strategy.

     Please see the underlying Portfolio Prospectuses for more information in
     general, as well as more information about AXA volatility management
     strategy. Please further note that certain other Portfolios may utilize
     volatility management techniques that differ from the AXA volatility
     management strategy. Any such Portfolio is not identified under
     "Volatility Management" below in the chart. Such techniques could also
     impact your account value and guaranteed benefit(s), if any, in the same
     manner described above. Please see the Portfolio prospectuses for more
     information about the Portfolios' objective and strategies.


     Portfolio allocations in certain AXA variable annuity contracts with
     guaranteed benefits are subject to our Asset Transfer Program (ATP)
     feature. The ATP helps us manage our financial exposure in connection with
     providing certain guaranteed benefits, by using predetermined mathematical
     formulas to move account value between the AXA Ultra Conservative Strategy
     Portfolio (an investment option utilized solely by the ATP) and the other
     Portfolios offered under those contracts. You should be aware that
     operation of the predetermined mathematical formulas underpinning the ATP
     has the potential to adversely impact the Portfolios, including their
     performance, risk profile and expenses. This means that Portfolio
     investments in contracts with no ATP feature, such as yours, could still
     be adversely impacted. Particularly during times of high market
     volatility, if the ATP triggers substantial asset flows into and out of a
     Portfolio, it could have the following effects on all contract owners
     invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      owner (with or without the ATP) invested in those Portfolios whose
      account value was not subject to the transfers.




-------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                               INVESTMENT MANAGER (OR
 CLASS B SHARES                                                        SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                         AS APPLICABLE)                 MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                             
AXA AGGRESSIVE       Seeks to achieve long-term capital appreciation.  .   AXA Equitable Funds        (check mark)
  ALLOCATION                                                               Management Group, LLC
-------------------------------------------------------------------------------------------------------------------



                                      3









--------------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                                      INVESTMENT MANAGER (OR
 CLASS B SHARES                                                               SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                                AS APPLICABLE)                 MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                    
AXA CONSERVATIVE     Seeks to achieve a high level of current income.         .   AXA Equitable Funds        (check mark)
  ALLOCATION                                                                      Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA                  Seeks to achieve current income and growth of capital,   .   AXA Equitable Funds        (check mark)
  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        (check mark)
  ALLOCATION         current income.                                              Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS    Seeks to achieve long-term capital appreciation and      .   AXA Equitable Funds        (check mark)
  ALLOCATION         current income, with a greater emphasis on capital           Management Group, LLC
                     appreciation.
--------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/          Seeks to achieve a high total return through a           .   AXA Equitable Funds
  MULTI-SECTOR BOND  combination of current income and capital appreciation.      Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of capital.            .   AXA Equitable Funds
  CAP GROWTH                                                                      Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
CHARTER/SM /SMALL    Seeks to achieve long-term growth of capital.            .   AXA Equitable Funds
  CAP VALUE                                                                       Management Group, LLC





------------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                              INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                  SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                   AS APPLICABLE)                 MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
AXA/AB SMALL CAP      Seeks to achieve long-term growth of capital.               .   AllianceBernstein L.P.
  GROWTH/(1)/
------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN          Seeks to maximize income while maintaining prospects        .   AXA Equitable Funds        (check mark)
  BALANCED MANAGED    for capital appreciation with an emphasis on risk-adjusted      Management Group, LLC
  VOLATILITY          returns and managing volatility in the Portfolio.           .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Franklin Advisers, Inc.
------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL    Seeks to achieve long-term total return with an emphasis    .   AXA Equitable Funds        (check mark)
  CAP VALUE MANAGED   on risk-adjusted returns and managing volatility in the         Management Group, LLC
  VOLATILITY          Portfolio.                                                  .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Franklin Advisory
                                                                                      Services, LLC
------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN          Primarily seeks capital appreciation and secondarily seeks  .   AXA Equitable Funds        (check mark)
  TEMPLETON           income.                                                         Management Group, LLC
  ALLOCATION
  MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------------



                                      4









-----------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                             INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                 SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                  AS APPLICABLE)                 MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                       
AXA GLOBAL EQUITY     Seeks to achieve long-term capital appreciation with an    .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility      Management Group, LLC
                      in the Portfolio.                                          .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   Morgan Stanley Investment
                                                                                     Management Inc.
                                                                                 .   Oppenheimer Funds, Inc.
-----------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL     Seeks to achieve long-term growth of capital with an       .   AXA Equitable Funds        (check mark)
  CORE MANAGED        emphasis on risk-adjusted returns and managing volatility      Management Group, LLC
  VOLATILITY          in the Portfolio.                                          .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   EARNEST Partners, LLC
                                                                                 .   Massachusetts Financial
                                                                                     Services Company d/b/a
                                                                                     MFS Investment Management
                                                                                 .   Hirayama Investments, LLC
                                                                                 .   WHV Investments
-----------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL     Seeks to provide current income and long-term growth of    .   AXA Equitable Funds        (check mark)
  VALUE MANAGED       income, accompanied by growth of capital with an               Management Group, LLC
  VOLATILITY          emphasis on risk-adjusted returns and managing volatility  .   BlackRock Investment
                      in the Portfolio.                                              Management, LLC
                                                                                 .   Northern Cross, LLC
-----------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE    Seeks to achieve long-term growth of capital with an       .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility      Management Group, LLC
                      in the Portfolio.                                          .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   Capital Guardian Trust
                                                                                     Company
                                                                                 .   Institutional Capital LLC
                                                                                 .   Thornburg Investment
                                                                                     Management, Inc.
-----------------------------------------------------------------------------------------------------------------------------



                                      5









------------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                              INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                  SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                   AS APPLICABLE)                 MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
AXA LARGE CAP         Seeks to provide long-term capital growth with an           .   AXA Equitable Funds        (check mark)
  GROWTH MANAGED      emphasis on risk-adjusted returns and managing volatility       Management Group, LLC
  VOLATILITY          in the Portfolio.                                           .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Marsico Capital
                                                                                      Management, LLC
                                                                                  .   T.Rowe Price Associates,
                                                                                      Inc.
                                                                                  .   Wells Capital Mangement,
                                                                                      Inc.
------------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE   Seeks to achieve long-term growth of capital with an        .   AllianceBernstein L.P.     (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility   .   AXA Equitable Funds
                      in the Portfolio.                                               Management Group, LLC
                                                                                  .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Massachusetts Financial
                                                                                      Services Company d/b/a
                                                                                      MFS Investment Management
------------------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES     Seeks to achieve capital appreciation.                      .   Loomis, Sayles & Company,
  GROWTH                                                                              L.P.
------------------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE     Seeks to achieve long-term capital appreciation with an     .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility       Management Group, LLC
                      in the Portfolio.                                           .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Wellington Management
                                                                                      Company, LLP
------------------------------------------------------------------------------------------------------------------------------
AXA MUTUAL LARGE      Seeks to achieve capital appreciation, which may            .   AXA Equitable Funds        (check mark)
  CAP EQUITY          occasionally be short-term, with an emphasis on risk-           Management Group, LLC
  MANAGED VOLATILITY  adjusted returns and managing volatility in the Portfolio.  .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Franklin Mutual
                                                                                      Ad- visers, LLC
------------------------------------------------------------------------------------------------------------------------------
AXA TEMPLETON         Seeks to achieve long-term capital growth with an           .   AXA Equitable Funds        (check mark)
  GLOBAL EQUITY       emphasis on risk-adjusted returns and managing volatility       Management Group, LLC
  MANAGED VOLATILITY  in the Portfolio.                                           .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Templeton Investment
                                                                                      Counsel, 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.
------------------------------------------------------------------------------------------------------------------------------



                                      6









---------------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                                   INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                       SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                        AS APPLICABLE)                 MANAGEMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
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(R) Index, including reinvestment of dividends, at a
                      risk level consistent with that of the Russell 3000(R) Index.
---------------------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX    Seeks to achieve a total return before expenses that             .   SSgA Funds Management,
                      approximates the total return performance of the Barclays            Inc.
                      Intermediate U.S. Government/Credit Index, including
                      reinvestment of dividends, at a risk level consistent with that
                      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
                      Standard & Poor's 500 Composite Stock Price Index,
                      including reinvestment of dividends, at a risk level
                      consistent with that of the Standard & Poor's 500
                      Composite Stock Price Index.
---------------------------------------------------------------------------------------------------------------------------------
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/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 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/INVESCO COMSTOCK   Seeks to achieve capital growth and income.                      .   Invesco Advisers, Inc.
---------------------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE     Seeks to achieve long-term capital appreciation.                 .   J.P. Morgan Investment
  OPPORTUNITIES                                                                            Management Inc.
---------------------------------------------------------------------------------------------------------------------------------
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(R) Growth Index, including reinvestment of dividends
                      at a risk level consistent with that of the Russell 1000(R)
                      Growth Index.
---------------------------------------------------------------------------------------------------------------------------------



                                      7









-----------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                               INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                   SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                    AS APPLICABLE)                 MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
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(R) Value Index, including reinvestment of dividends,
                      at a risk level consistent with that of the Russell 1000(R)
                      Value Index.
-----------------------------------------------------------------------------------------------------------------------------
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                 Inc.
                      Standard & Poor's Mid Cap 400 Index, including
                      reinvestment of dividends, at a risk level consistent with
                      that of the Standard & Poor's Mid Cap 400 Index.
-----------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET       Seeks to obtain a high level of current income, preserve     .   The Dreyfus Corporation
                      its assets and maintain liquidity.
-----------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY     Seeks to achieve capital growth.                             .   Morgan Stanley Investment
  MID CAP GROWTH                                                                       Management Inc.
-----------------------------------------------------------------------------------------------------------------------------
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.                                    .   AXA Equitable Funds
                                                                                       Management Group, LLC
                                                                                   .   Pacific Investment
                                                                                       Management Company LLC
-----------------------------------------------------------------------------------------------------------------------------
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/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/WELLS FARGO        Seeks to achieve long-term capital growth.                   .   Wells Capital Management,
  OMEGA GROWTH                                                                         Inc.
-----------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER          Seeks to achieve long-term growth of capital.                .   AllianceBernstein L.P.
  AGGRESSIVE EQUITY                                                                .   AXA Equitable Funds
                                                                                       Management Group, LLC
                                                                                   .   ClearBridge Investments,
                                                                                       LLC
                                                                                   .   Marsico Capital
                                                                                       Management, LLC
                                                                                   .   Scotia Institutional
                                                                                       Asset Management US, Ltd.
                                                                                   .   T. Rowe Price Associates,
                                                                                       Inc.
                                                                                   .   Westfield Capital
                                                                                       Management Company, L.P.
-----------------------------------------------------------------------------------------------------------------------------



                                      8









--------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                            INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                 AS APPLICABLE)                 MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                      
MULTIMANAGER CORE     Seeks to achieve a balance of high current income and     .   AXA Equitable Funds
  BOND                capital appreciation, consistent with a prudent level of      Management Group, LLC
                      risk.                                                     .   BlackRock Financial
                                                                                    Management, Inc.
                                                                                .   DoubleLine Capital L.P.
                                                                                .   Pacific Investment
                                                                                    Management Company LLC
                                                                                .   SSgA Funds Management,
                                                                                    Inc.
--------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID      Seeks to achieve long-term growth of capital.             .   AllianceBernstein L.P.
  CAP GROWTH                                                                    .   AXA Equitable Funds
                                                                                    Management Group, LLC
                                                                                .   BlackRock Investment
                                                                                    Management, LLC
                                                                                .   Franklin Advisers, Inc.
                                                                                .   Wellington Management
                                                                                    Company, LLP
--------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID      Seeks to achieve long-term growth of capital.             .   AXA Equitable Funds
  CAP VALUE                                                                         Management Group, LLC
                                                                                .   BlackRock Investment
                                                                                    Management, LLC
                                                                                .   Diamond Hill Capital
                                                                                    Management, Inc.
                                                                                .   Knightsbridge Asset
                                                                                    Management, LLC
                                                                                .   Lord, Abbett & Co. LLC
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------





(1)This information reflects the variable investment option's name change
   effective on or about May 22, 2015 subject to regulatory approval. The chart
   below reflects the variable invest option's name in effect until on or about
   May 22, 2015.





---------------------------------------------------
VARIABLE INVESTMENT OPTION NAME UNTIL MAY 22, 2015
---------------------------------------------------

      EQ/AllianceBernstein Small Cap Growth
---------------------------------------------------



3. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

   In the subsection, "6% Roll-Up to age 85", the following replaces the second
   and third paragraphs:

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

  .  6% with respect to the variable investment options (other than
     EQ/Intermediate Government Bond, EQ/Money Market, and EQ/PIMCO Ultra Short
     Bond); the effective annual rate may be 4% in some states. Please see
     Appendix V later in this prospectus to see what applies in your state; and

                                      9






  .  3% with respect to the EQ/Intermediate Government Bond, EQ/Money Market,
     and EQ/PIMCO Ultra Short Bond, the fixed maturity options, the guaranteed
     interest option and the loan reserve account under TSA (if applicable).

4. GUARANTEED MINIMUM INCOME BENEFIT OPTION ("GMIB")

   In the subsection, "ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT," the
   illustration is accurate, but assumes there were no allocations to the
   EQ/Intermediate Government Bond, EQ/Money Market and EQ/PIMCO Ultra Short
   Bond variable investment options.

5. GUARANTEED WITHDRAWAL BENEFIT FOR LIFE ("GWBL")

   The last sentence of the first paragraph of this section is deleted and
   replaced with the following: If you elect the Guaranteed withdrawal benefit
   for life, your investment options will be limited to the guaranteed interest
   option and the permitted variable investment options described in this
   Supplement.

                                      10






TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

1. DISRUPTIVE TRANSFER ACTIVITY

   In this section, the fourth through eighth paragraphs are deleted in their
   entirety and replaced with the following:

   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.

   When a contract owner 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.

2. DOLLAR COST AVERAGING

   In addition to the dollar cost averaging programs described in the
   prospectus, there is also a General dollar cost averaging program available
   to you. The following is added to the prospectus:

   GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market
   option is at least $2,000, you may choose, at any time, to have amounts
   transferred from that option to the other variable investment options on a
   monthly basis. 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 $50. The maximum amount we will transfer is equal to your value
   in the EQ/Money Market option at the time the program is elected, divided by
   the number of transfers scheduled to be made.

   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.

   If you elect the Guaranteed withdrawal benefit for life, general dollar cost
   averaging is not available.

   If you select GWBL, and you elect to have amounts transferred from the
   guaranteed interest option to variable investment options using either the
   "fixed-dollar option" or "interest sweep" option of Investment simplifier,
   the only variable investment options available are the AXA Allocation
   portfolios and the AXA/Franklin Templeton Allocation Managed Volatility
   Portfolio.

3. REBALANCING YOUR ACCOUNT VALUE

   The following section is added to the prospectus:

   REBALANCING YOUR ACCOUNT VALUE

   Our rebalancing program offers two options that you can use to automatically
   reallocate your account value. Option I permits reallocation among the
   variable investment options only and option II permits reallocation among
   the variable investment options and the guaranteed interest option. To
   enroll in the asset rebalancing program, you must notify us in writing by
   completing our asset rebalancing form, instructing us:

   (a)in whole percentages only, the percentage you want invested in each
      variable investment option (and the guaranteed interest option, if
      applicable), and

                                      11







   (b)how often you want the rebalancing to occur (quarterly, semiannually, or
      annually).

   While your rebalancing program is in effect, we will transfer amounts among
   each variable investment option (and the guaranteed interest option, if
   applicable), so that the percentage of your account value that you specify
   is invested in each option at the end of each rebalancing date. Your entire
   account value in the variable investment options (and guaranteed interest
   option, if applicable) must be included in the rebalancing program.
   Currently, we permit rebalancing of up to 20 investment options. Election of
   Option II is subject to the 25% allocation restriction into the guaranteed
   interest option. Transfer restrictions out of the guaranteed interest option
   may apply in accordance with (a), (b) and (c) under "Transferring your
   account value," above, in this section. The initial transfer under the
   rebalancing program (based
   on your account value as of the day before the program is established) is
   not permitted to cause the transfer restrictions to be violated, and any
   rebalancing election that would be a violation of the transfer restrictions
   will not be put into effect. However, if the program can be established,
   once it is in effect, the transfer restrictions will be waived for the
   rebalancing transfers.

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

   To be eligible, you must have (i) at least $5,000 of account value in the
   variable investment options for option I, or (ii) at least $5,000 of account
   value in the variable investment options and the guaranteed interest option,
   combined for option II. Rebalancing is not available for amounts you have
   allocated in the fixed maturity options. We may waive this $5,000
   requirement.

   If you elect to use option II, you may not choose either of the investment
   simplifier automatic options.

   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.

   FOR TSA CONTRACTS WITH OUTSTANDING LOANS ONLY, on any rebalancing date where
   the amount to be transferred from the guaranteed interest option would cause
   a transfer from the Loan Reserve Account (which is part of the guaranteed
   interest option), the rebalancing program will be automatically cancelled.
   (See "Loans under TSA contracts" in "Accessing your money," later in this
   prospectus.)

CHARGES AND EXPENSES

1. CHARGES THAT THE TRUST DEDUCTS

   This section is deleted and replaced with the following:

   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 (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.

MORE INFORMATION

1. ABOUT THE TRUST

   The information in this section relating to EQ Advisors Trust is also
   accurate with regard to AXA Premier VIP Trust.

                                      12





Appendix I: Condensed financial information

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

As discussed earlier in this Supplement, Appendix I is deleted in its entirety
and replaced with the following:

The following tables show the unit values and the number of outstanding units
for each variable investment option on the last business day of the periods
shown. The information presented is shown for the past ten years, or from the
first year the particular contracts were offered if less than ten years ago.


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.30%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





---------------------------------------------------------------------------------------------------------------
                                                           FOR THE YEARS ENDING DECEMBER 31,
                                         ----------------------------------------------------------------------
                                          2006    2007    2008   2009    2010    2011    2012    2013    2014
---------------------------------------------------------------------------------------------------------------
                                                                             
AXA AGGRESSIVE ALLOCATION
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.54 $109.55 $65.75 $ 82.62 $ 92.22 $ 84.21 $ 94.90 $118.44 $122.44
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      20     27      29      28      26      29      25      23
---------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE ALLOCATION
---------------------------------------------------------------------------------------------------------------
   Unit value                            $101.50 $106.00 $93.11 $100.95 $106.89 $107.52 $111.00 $114.32 $115.80
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4     13      16      16      18      18      20      16
---------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE-PLUS ALLOCATION
---------------------------------------------------------------------------------------------------------------
   Unit value                            $102.29 $106.51 $84.72 $ 95.68 $103.02 $100.98 $107.03 $116.47 $118.60
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11     22      26      25      24      24      22      20
---------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $113.12 $158.58 $66.76 $ 98.90 $108.81 $ 94.18 $108.76 $129.21 $129.70
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       6      8       8       7       6       5       4       4
---------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL CORE MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.12 $118.42 $64.46 $ 86.11 $ 92.85 $ 76.13 $ 87.41 $101.40 $ 93.86
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      2       4       4       4       3       3       4
---------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL VALUE MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.70 $113.87 $64.08 $ 82.38 $ 86.26 $ 71.39 $ 82.77 $ 97.50 $ 89.34
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       5      7       8       8       7       8       5       5
---------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $102.43 $105.03 $64.90 $ 81.05 $ 91.35 $ 86.36 $ 98.02 $127.29 $140.26
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     --      --      --      --      --      --       1
---------------------------------------------------------------------------------------------------------------
AXA LARGE CAP GROWTH MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.10 $118.81 $72.44 $ 96.43 $108.94 $103.61 $116.32 $155.47 $170.48
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      2       2       2       2       3       2       8
---------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.11 $ 98.09 $54.87 $ 65.23 $ 72.56 $ 67.99 $ 77.76 $101.69 $112.66
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      18     17      15      14      13      11      10      11
---------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $103.66 $100.68 $60.06 $ 80.55 $ 97.37 $ 87.06 $101.94 $133.91 $146.56
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4      4      12      11      10       9       7       7
---------------------------------------------------------------------------------------------------------------



                                      I-1







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.30%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





---------------------------------------------------------------------------------------------------------------
                                                           FOR THE YEARS ENDING DECEMBER 31,
                                         ----------------------------------------------------------------------
                                          2006    2007    2008   2009    2010    2011    2012    2013    2014
---------------------------------------------------------------------------------------------------------------
                                                                             
AXA MODERATE ALLOCATION
---------------------------------------------------------------------------------------------------------------
   Unit value                            $102.92 $107.96 $80.49 $ 92.97 $100.87 $ 97.19 $104.38 $116.55 $118.54
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      66    115     146     139     126     115     113     104
---------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS ALLOCATION
---------------------------------------------------------------------------------------------------------------
   Unit value                            $103.68 $108.88 $73.32 $ 88.27 $ 97.20 $ 91.20 $100.39 $118.71 $121.60
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      93    153     176     167     155     134     117     105
---------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN BALANCED MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $102.67 $103.43 $69.63 $ 89.72 $ 98.57 $ 97.38 $106.92 $120.93 $126.78
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      12     17      17      16      13      10      10       9
---------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $103.24 $ 93.11 $61.21 $ 77.48 $ 95.04 $ 84.83 $ 97.83 $132.00 $133.07
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      1       1       1       1       1       1       1
---------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $ 95.29 $59.37 $ 75.29 $ 82.04 $ 77.39 $ 87.64 $106.66 $111.05
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      12     17      17      17      16      16      13      12
---------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES GROWTH
---------------------------------------------------------------------------------------------------------------
   Unit value                            $101.82 $121.42 $80.43 $103.01 $110.04 $111.75 $124.19 $156.02 $166.06
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      2       3       2       3       2       2       2
---------------------------------------------------------------------------------------------------------------
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $103.66 $104.00 $63.55 $ 78.49 $ 86.73 $ 81.80 $ 92.22 $117.68 $127.43
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8     12      12      11      10       9       8       8
---------------------------------------------------------------------------------------------------------------
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.20 $105.00 $61.34 $ 78.73 $ 83.93 $ 75.98 $ 89.50 $112.15 $111.93
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       7     11      12      10       9       9       8       8
---------------------------------------------------------------------------------------------------------------
CHARTER/SM/ MULTI-SECTOR BOND
---------------------------------------------------------------------------------------------------------------
   Unit value                            $102.45 $104.30 $78.76 $ 85.24 $ 89.73 $ 93.07 $ 96.76 $ 94.68 $ 95.70
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4      4       7       7       7       7       4       4
---------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------------
   Unit value                            $103.48 $105.90 $60.51 $ 80.36 $101.27 $ 84.29 $ 92.66 $135.18 $129.96
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2      2       3       2       1       1       1       1
---------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP VALUE
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.20 $ 92.73 $56.88 $ 70.98 $ 87.23 $ 78.35 $ 90.31 $127.23 $119.18
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      1       1      --      --      --      --      --
---------------------------------------------------------------------------------------------------------------
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------------
   Unit value                            $103.66 $119.40 $65.23 $ 87.36 $114.91 $112.70 $128.59 $175.39 $179.33
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       5      6       7       6       5       5       5       5
---------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE EQUITY
---------------------------------------------------------------------------------------------------------------
   Unit value                            $104.24 $104.10 $65.19 $ 83.84 $ 92.93 $ 88.89 $ 99.71 $135.56 $146.80
---------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4      6       7       7       7       7       7       7
---------------------------------------------------------------------------------------------------------------



                                      I-2







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.30%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------------------------------
                                          2006    2007    2008    2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------------------------------
                                                                              
EQ/BOSTON ADVISORS EQUITY INCOME
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.50 $106.97 $ 71.49 $ 78.71 $ 89.91 $ 88.40 $102.73 $133.61 $143.33
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       6       8       7       7       7       7       6       5
----------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY RESPONSIBLE
----------------------------------------------------------------------------------------------------------------
   Unit value                            $101.26 $112.07 $ 60.60 $ 78.30 $ 86.97 $ 86.08 $ 99.20 $131.54 $147.52
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       1
----------------------------------------------------------------------------------------------------------------
EQ/CAPITAL GUARDIAN RESEARCH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.34 $102.69 $ 61.16 $ 79.37 $ 90.72 $ 93.14 $107.94 $140.41 $153.17
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       1       2       1       1
----------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.98 $106.21 $ 58.92 $ 74.64 $ 85.37 $ 84.72 $ 96.68 $126.42 $139.83
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      22      23      22      20      18      17      15      14
----------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.66 $102.44 $ 92.08 $ 93.34 $ 97.46 $100.83 $102.68 $ 99.74 $100.84
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       5       5       5       5       5       5       5       4
----------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.03 $106.74 $ 66.04 $ 82.05 $ 92.64 $ 92.83 $105.59 $137.09 $152.88
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      10      10      10      11       9       9      10
----------------------------------------------------------------------------------------------------------------
EQ/GAMCO MERGERS AND ACQUISITIONS
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.27 $104.40 $ 88.81 $102.25 $110.64 $110.70 $115.01 $125.99 $126.41
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       2       2       1       1
----------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.86 $112.05 $ 76.69 $107.09 $140.22 $133.58 $155.40 $213.40 $217.11
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       9      13      14      14      12      11      11      11
----------------------------------------------------------------------------------------------------------------
EQ/GLOBAL BOND PLUS
----------------------------------------------------------------------------------------------------------------
   Unit value                            $101.77 $109.81 $115.42 $116.18 $121.92 $125.64 $128.64 $123.79 $123.29
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2       3       3       2       3       3       3       2
----------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE GOVERNMENT BOND
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.25 $105.74 $108.13 $104.32 $107.32 $111.55 $111.19 $107.96 $108.20
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       4       3       2       2       2       1       1
----------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.78 $116.66 $ 56.75 $ 71.20 $ 73.95 $ 64.09 $ 73.56 $ 88.20 $ 81.06
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      17      19      17      14      14      12      10       9
----------------------------------------------------------------------------------------------------------------
EQ/INVESCO COMSTOCK
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.92 $ 99.05 $ 61.65 $ 78.14 $ 88.87 $ 85.99 $100.52 $133.99 $144.06
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       1       1       1       2
----------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.18 $101.59 $ 60.39 $ 78.88 $ 87.46 $ 81.82 $ 93.73 $125.63 $141.85
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       1       1       1       1
----------------------------------------------------------------------------------------------------------------



                                      I-3







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.30%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------------------------------
                                          2006    2007    2008    2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------------------------------
                                                                              
EQ/LARGE CAP GROWTH INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.07 $115.96 $ 72.95 $ 98.09 $112.27 $113.44 $128.47 $168.01 $186.15
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       1       1       1       1
----------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.08 $ 96.64 $ 41.30 $ 48.58 $ 54.96 $ 54.08 $ 62.24 $ 80.85 $ 89.88
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       2       2       1       1
----------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.82 $121.38 $ 71.55 $ 96.94 $109.99 $ 96.94 $114.54 $128.50 $120.50
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       2       2       2       2       2       2
----------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.66 $111.60 $ 55.87 $ 75.15 $ 93.28 $ 89.87 $103.86 $135.93 $146.24
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4       7       6       6       5       5       5       4
----------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.60 $103.97 $104.80 $103.45 $102.12 $100.81 $ 99.51 $ 98.23 $ 96.97
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      10       7       5       4       8       5       5
----------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.78 $125.39 $ 65.20 $101.09 $132.02 $120.29 $129.14 $176.61 $173.10
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2       3       4       3       5       5       5       4
----------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.12 $109.68 $ 64.16 $ 87.78 $ 99.82 $ 90.04 $106.99 $133.42 $134.07
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       2       1       2       2       2       2
----------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND
----------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.43 $109.41 $103.63 $110.49 $109.98 $108.36 $108.56 $107.25 $105.78
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       5       5       6       4       3       3       2
----------------------------------------------------------------------------------------------------------------
EQ/QUALITY BOND PLUS
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.62 $103.82 $ 95.78 $100.28 $105.17 $105.09 $106.49 $102.72 $104.34
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       2       4       4       3       3       2       2
----------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.91 $ 99.72 $ 64.84 $ 80.73 $100.26 $ 95.02 $108.37 $147.04 $152.19
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2       3       5       4       4       4       2       2
----------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.02 $105.87 $ 60.40 $ 85.04 $ 97.71 $ 94.58 $111.03 $151.17 $162.12
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       2       2       2       3       4       3       3
----------------------------------------------------------------------------------------------------------------
EQ/UBS GROWTH AND INCOME
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.89 $102.74 $ 60.82 $ 79.51 $ 88.75 $ 85.13 $ 94.85 $126.91 $143.37
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       2       2       2       2
----------------------------------------------------------------------------------------------------------------
EQ/WELLS FARGO OMEGA GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.62 $113.87 $ 81.38 $112.70 $130.49 $121.25 $144.14 $197.89 $202.76
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       1       2       2       2       2
----------------------------------------------------------------------------------------------------------------



                                      I-4







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.30%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------------------------------
                                          2006    2007    2008    2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------------------------------
                                                                              
MULTIMANAGER AGGRESSIVE EQUITY
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.05 $115.50 $ 60.79 $ 82.38 $ 95.64 $ 88.48 $ 99.75 $135.04 $147.52
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2       1       5       5       4       3       2       2
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE BOND
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.50 $105.41 $106.62 $114.00 $119.52 $124.83 $129.97 $125.28 $128.30
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3       4       4       5       6       6       4
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.27 $114.07 $ 63.53 $ 88.91 $111.36 $101.26 $115.40 $159.67 $165.28
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       2       1       2       2       2       1
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP VALUE
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.93 $101.70 $ 64.28 $ 91.60 $112.95 $ 96.63 $109.52 $146.59 $152.43
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2       2       2       2       2       2       2       2
----------------------------------------------------------------------------------------------------------------
MULTIMANAGER TECHNOLOGY
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.68 $122.15 $ 63.81 $ 99.80 $115.96 $108.96 $122.00 $163.29 $183.02
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2       2       3       3       3       3       2       2
----------------------------------------------------------------------------------------------------------------





                                      I-5





Appendix III: Enhanced death benefit example

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

In the second paragraph, the example is accurate, but assumes there were no
allocations to the EQ/Intermediate Government Bond, EQ/Money Market and
EQ/PIMCO Ultra Short Bond variable investment options, in addition to the
assumptions listed.

                                     III-1





Appendix IV: Hypothetical illustrations

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

The hypothetical illustrations in the prospectus are deleted and replaced with
the following:

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 and the Guaranteed minimum income benefit
under certain hypothetical circumstances for an EQUI-VEST(R) At Retirement/SM/
contract. 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 (2.32)%, 3.68% for the EQUI-VEST(R) At Retirement/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 and the Guaranteed minimum income
benefit features. 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 and the Annual Ratchet to age 85 Guaranteed minimum death
benefit charge and the Guaranteed minimum income benefit 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 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 0.51%, and (2) an assumed
average asset charge for all other expenses of the underlying portfolios
equivalent to an effective annual rate of 0.27% 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./(1)/ 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
contract values 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.
----------
(1)The arithmetic average of the fees and expenses deducted from the assets of
   the underlying portfolios used in this illustration is the higher of the
   arithmetic average of such fees as of May 1, 2014 and as of June 20, 2014,
   following the completion of all changes to the underlying portfolios as
   described in this prospectus.

                                     IV-1






VARIABLE DEFERRED ANNUITY
EQUI-VEST(R) AT RETIREMENT/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
   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                      INCOME BENEFIT:    INCOME BENEFIT:
AGE   YEAR    ACCOUNT VALUE    CASH VALUE    MINIMUM DEATH BENEFIT TOTAL DEATH 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     96,355 102,355  96,355 102,355 106,000    106,000    106,000   106,000      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
62      2     92,715 104,717  92,715 104,717 112,360    112,360    112,360   112,360      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
63      3     89,075 107,082  89,075 107,082 119,102    119,102    119,102   119,102      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
64      4     85,431 109,445  85,431 109,445 126,248    126,248    126,248   126,248      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
65      5     81,776 111,799  81,776 111,799 133,823    133,823    133,823   133,823      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
66      6     78,106 114,140  78,106 114,140 141,852    141,852    141,852   141,852      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
67      7     74,414 116,461  74,414 116,461 150,363    150,363    150,363   150,363      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
68      8     70,695 118,755  70,695 118,755 159,385    159,385    159,385   159,385      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
69      9     66,943 121,013  66,943 121,013 168,948    168,948    168,948   168,948      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
70     10     63,152 123,228  63,152 123,228 179,085    179,085    179,085   179,085   10,584    10,584   10,584    10,584
-----------------------------------------------------------------------------------------------------------------------------
75     15     43,354 133,296  43,354 133,296 239,656    239,656    239,656   239,656   15,362    15,362   15,362    15,362
-----------------------------------------------------------------------------------------------------------------------------
80     20     21,417 140,509  21,417 140,509 320,714    320,714    320,714   320,714   21,841    21,841   21,841    21,841
-----------------------------------------------------------------------------------------------------------------------------
85     25          0 142,661       0 142,661       0    429,187          0   429,187   39,700    39,700   39,700    39,700
-----------------------------------------------------------------------------------------------------------------------------
90     30          0 142,043       0 142,043       0    429,187          0   429,187      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
95     35          0 141,302       0 141,302       0    429,187          0   429,187      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.


   Copyright 2015 AXA Equitable Life Insurance Company. All rights reserved.


EQUI-VEST(R) At Retirement/SM/ is issued by and is a registered service mark of
                     AXA Equitable Life Insurance Company.
 Co-distributed by affiliates AXA Advisors, LLC and/or AXA Distributors, LLC,
               1290 Avenue of the Americas, New York, NY 10104.

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

                                     IV-2






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R) AT
RETIREMENT/SM/


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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement of additional information
(together, the "prospectus"). 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 the
variable investment options that are available for all EQUI-VEST(R) At
Retirement/SM/ contracts issued prior to July 20, 2009. For contracts issued
prior to July 20, 2009, the variable investment options described in your
prospectus are not available. The guaranteed interest option and the fixed
maturity options described in your prospectus will continue to be available.

Because of the changes to the variable investment options available under the
contract, certain features not described in your prospectus will be available.
We detail those changes in this Supplement.

CHANGES TO THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER EQUI-VEST(R) AT
RETIREMENT/SM/

For contracts issued prior to July 20, 2009, your EQUI-VEST(R) At
Retirement/SM/ contract allows you to invest in one or more of the variable
investment options described in this Supplement. These variable investment
options invest in corresponding portfolios of AXA Premier VIP Trust and EQ
Advisors Trust. There is a list of these portfolios later in this Supplement.

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. PLEASE SEE THE PROSPECTUS FOR AXA
PREMIER VIP TRUST AND EQ ADVISORS TRUST FOR MORE DETAILED INFORMATION ABOUT THE
PORTFOLIOS.

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

Please note that from here forward, the section headings in this Supplement
correspond to the section headings in your prospectus.

WHAT IS EQUI-VEST(R) AT RETIREMENT/SM/?

1. The variable investment options shown on the cover page of the prospectus
   are not available. You may select from one or more of the following variable
   investment options:
VARIABLE INVESTMENT OPTIONS

DOMESTIC FIXED INCOME

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

.. Charter/SM/ Multi-Sector Bond

.. EQ/Core Bond Index
.. EQ/Global Bond PLUS
.. EQ/Intermediate Government Bond
.. EQ/Money Market
.. EQ/PIMCO Ultra Short Bond
.. EQ/Quality Bond PLUS

.. Multimanager Core Bond

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


DOMESTIC EQUITY

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

.. AXA/AB Small Cap Growth/(1)/
.. AXA/Franklin Small Cap Value Managed Volatility
.. AXA Large Cap Core Managed Volatility
.. AXA Large Cap Growth Managed Volatility
.. AXA Large Cap Value Managed Volatility
.. AXA/Loomis Sayles Growth
.. AXA Mid Cap Value Managed Volatility
.. AXA Mutual Large Cap Equity Managed Volatility
.. AXA Templeton Global Equity Managed Volatility
.. Charter/SM/ Small Cap Growth
.. Charter/SM/ Small Cap Value

.. EQ/BlackRock Basic Value Equity
.. EQ/Boston Advisors Equity Income
.. EQ/Calvert Socially Responsible
.. EQ/Capital Guardian Research
.. EQ/Common Stock Index


.. EQ/Equity 500 Index


.. EQ/GAMCO Mergers and Acquisitions
.. EQ/GAMCO Small Company Value
.. EQ/Invesco Comstock
.. EQ/JPMorgan Value Opportunities
.. EQ/Large Cap Growth Index
.. EQ/Large Cap Value Index


.. EQ/Mid Cap Index


.. EQ/Morgan Stanley Mid Cap Growth
.. EQ/Small Company Index
.. EQ/T.Rowe Price Growth Stock
.. EQ/UBS Growth and Income
.. EQ/Wells Fargo Omega Growth

.. Multimanager Aggressive Equity
.. Multimanager Mid Cap Growth
.. Multimanager Mid Cap Value
.. Multimanager Technology



INTERNATIONAL/GLOBAL

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

.. AXA Global Equity Managed Volatility
.. AXA International Core Managed Volatility
.. AXA International Value Managed Volatility

.. EQ/International Equity Index
.. EQ/MFS International Growth
.. EQ/Oppenheimer Global


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


ASSET ALLOCATION/HYBRID

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

.. AXA Aggressive Allocation
.. AXA Conservative Allocation
.. AXA Conservative-Plus Allocation
.. AXA/Franklin Balanced Managed Volatility


.. AXA/Franklin Templeton Allocation Managed Volatility
.. AXA Moderate Allocation
.. AXA Moderate-Plus Allocation

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

(1)This is the variable investment option's new name, effective on or about
   May 22, 2015, subject to regulatory approval. Please see "Portfolios of the
   Trusts" later in this prospectus for the variable investment option's former
   name.


Throughout your prospectus, all references to "the variable investment options"
should be considered references to these variable investment options. All
references to other individual portfolios available in the product should be
disregarded, as they are not available.

                                        EQUI-VEST(R) At Retirement/SM/ '04 (IF)

                                                                        #790417







FEE TABLE

1. The Portfolio operating expense tables (and corresponding footnotes) in your
   prospectus are deleted and replaced with the following tables and footnotes:



                                                          
------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF
 DAILY NET ASSETS
------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014
(expenses that are deducted from portfolio assets
including management fees, 12b-1 fees, service fees,    Lowest  Highest
and/or other expenses)/(1)/                             0.62%   1.44%
------------------------------------------------------------------------



(1)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the Multimanager
   Technology Portfolio.


2. EXAMPLE

   The table in the Example in your prospectus is deleted and replaced with the
   following table:






-------------------------------------------------------------------------------------------------------------------------
                                                                                      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      $1,626  $2,531   $5,004   $415    $1,276    $2,181    $4,654
-------------------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and expenses of any of
   the Portfolios                                 N/A      $1,371  $2,112   $4,202   $329    $1,021    $1,762    $3,852
-------------------------------------------------------------------------------------------------------------------------



3. CONDENSED FINANCIAL INFORMATION

   The information shown in Appendix I is deleted in its entirety and replaced
   with the information presented later in this Supplement under the heading
   "Appendix I: Condensed financial information."

CONTRACT FEATURES AND BENEFITS

1. PORTFOLIOS OF THE TRUSTS

   The information in this section of the prospectus is deleted in its entirety
   and replaced with the following:

   We offer affiliated Trusts, which in turn offer one or more Portfolios. AXA
   Equitable Funds Management Group, LLC, ("AXA FMG") 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 FMG has
   entered into sub-advisory agreements with one or more investment advisers
   (the "sub-advisers") to carry out the day-to-day investment decisions for
   the Portfolios. As such, among other responsibilities, AXA FMG 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 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. In addition, AXA FMG receives
   management fees and administrative fees in connection with the services it
   provides to the affiliated Portfolios. As such, it is generally


   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, as
   well as the Portfolios' investment management fees and administrative
   expenses, 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.


   Some Portfolios invest in other affiliated Portfolios ("the AXA Fund of Fund
   Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a
   convenient opportunity to invest in other Portfolios that are managed and
   have been selected for inclusion in the AXA Fund of Fund Portfolios by AXA
   FMG. AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may
   promote the benefits of such Portfolios to contract owners and/or suggest
   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 Fund of Fund Portfolios than certain other Portfolios
   available to you under your contract. Please see "Allocating your
   contributions" later in this section for more information about your role in
   managing your allocations.


   As described in more detail in the Portfolio prospectuses, the AXA Fund of
   Fund Portfolios may invest in affiliated Portfolios that utilize a
   proprietary volatility management strategy developed by AXA FMG (the "AXA
   volatility management strategy"). The AXA volatility management

                                      2






   strategy uses futures and options, such as exchange-traded futures and
   options contracts on securities indices, to reduce the Portfolio's equity
   exposure during periods when certain market indicators indicate that market
   volatility above specific thresholds set for the Portfolio. When market
   volatility is increasing above the specific thresholds set for a Portfolio
   utilizing the AXA volatility management strategy, the manager of the
   Portfolio may reduce equity exposure. Although this strategy is intended to
   reduce the overall risk of investing in the Portfolio, it may not
   effectively protect the Portfolio from market declines and may increase its
   losses. Further, during such times, the Portfolio's exposure to equity
   securities may be less than that of a traditional equity portfolio. This may
   limit the Portfolio's participation in market gains and result in periods of
   underperformance, including those periods when the specified benchmark index
   is appreciating, but market volatility is high. It may also impact the value
   of certain guaranteed benefits, as discussed below.


   The AXA Managed Volatility Portfolios that include the AXA volatility
   management strategy as part of their investment objective and/or principal
   investment strategy, and the AXA Fund of Fund Portfolios that invest in
   Portfolios that use the AXA volatility management strategy, are identified
   below in the chart by a "(check mark)" under the column entitled "Volatility
   Management."

   Portfolios that utilize the AXA volatility management strategy (or, in the
   case of certain AXA Fund of Fund Portfolios, invest in other Portfolios that
   use the AXA volatility management strategy) are designed to reduce the
   overall volatility of your account value and provide you with risk-adjusted
   returns over time. The reduction in volatility helps us manage the risks
   associated with providing guaranteed benefits during times of high
   volatility in the equity market. During rising markets, the AXA volatility
   management strategy, however, could result in your account value rising less
   than would have been the case had you been invested in a Portfolio that does
   not utilize the AXA volatility management strategy (or, in the case of the
   AXA Fund of Fund Portfolios, invest exclusively in other Portfolios that do
   not use the AXA volatility management strategy). This may effectively
   suppress the value of guaranteed benefit(s) that are eligible for periodic
   benefit base resets because your benefit base is available for resets only
   when your account value is higher. Conversely, investing in investment
   options that feature a managed-volatility strategy may be helpful in a
   declining market when high market volatility triggers a reduction in the
   investment option's equity exposure because during these periods of high
   volatility, the risk of losses from investing in equity securities may
   increase. In these instances, your account value may decline less than would
   have been the case had you not been invested in investment options that
   feature a volatility management strategy.

   Please see the underlying Portfolio prospectuses for more information in
   general, as well as more information about the AXA volatility management
   strategy. Please further note that certain other affiliated Portfolios may
   utilize volatility management techniques that differ from the AXA volatility
   management strategy. Any such Portfolio is not identified under "Volatility
   Management" below in the chart. Such techniques could also impact your
   account value and guaranteed benefit(s), if any, in the same manner
   described above. Please see the Portfolio prospectuses for more information
   about the Portfolios' objective and strategies.


   Portfolio allocations in certain AXA variable annuity contracts with
   guaranteed benefits are subject to our Asset Transfer Program (ATP) feature.
   The ATP helps us manage our financial exposure in connection with providing
   certain guaranteed benefits, by using predetermined mathematical formulas to
   move account value between the AXA Ultra Conservative Strategy Portfolio (an
   investment option utilized solely by the ATP) and the other Portfolios
   offered under those contracts. You should be aware that operation of the
   predetermined mathematical formulas underpinning the ATP has the potential
   to adversely impact the Portfolios, including their performance, risk
   profile and expenses. This means that Portfolio investments in contracts
   with no ATP feature, such as yours, could still be adversely impacted.
   Particularly during times of high market volatility, if the ATP triggers
   substantial asset flows into and out of a Portfolio, it could have the
   following effects on all contract owners invested in that Portfolio:

      (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
         securities at inopportune times, a Portfolio's investment performance
         and the ability of the sub-adviser to fully implement the Portfolio's
         investment strategy could be negatively affected; and

      (b)By generating higher turnover in its securities or other assets than
         it would have experienced without being impacted by the ATP, a
         Portfolio could incur higher operating expense ratios and transaction
         costs than comparable funds. In addition, even Portfolios structured
         as funds-of-funds that are not available for investment by contract
         owners who are subject to the ATP could also be impacted by the ATP if
         those Portfolios invest in underlying funds that are themselves
         subject to significant asset turnover caused by the ATP. Because the
         ATP formulas generate unique results for each contract, not all
         contract owners who are subject to the ATP will be affected by
         operation of the ATP in the same way. On any particular day on which
         the ATP is activated, some contract owners may have a portion of their
         account value transferred to the AXA Ultra Conservative Strategy
         investment option and others may not. If the ATP causes significant
         transfers of total account value out of one or more Portfolios, any
         resulting negative effect on the performance of those Portfolios will
         be experienced to a greater extent by a contract owner (with or
         without the ATP) invested in those Portfolios whose account value was
         not subject to the transfers.




-------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                               INVESTMENT MANAGER
 CLASS B SHARES                                                        (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                         AS APPLICABLE)                 MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
                                                                                             
AXA AGGRESSIVE       Seeks to achieve long-term capital appreciation.  .   AXA Equitable Funds        (check mark)
  ALLOCATION                                                               Management Group, LLC
-------------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE     Seeks to achieve a high level of current income.  .   AXA Equitable Funds        (check mark)
  ALLOCATION                                                               Management Group, LLC
-------------------------------------------------------------------------------------------------------------------



                                      3









--------------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST -                                                                      INVESTMENT MANAGER
 CLASS B SHARES                                                               (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                                AS APPLICABLE)                 MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
                                                                                                    
AXA                  Seeks to achieve current income and growth of capital,   .   AXA Equitable Funds        (check mark)
  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        (check mark)
  ALLOCATION         current income.                                              Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
AXA MODERATE-PLUS    Seeks to achieve long-term capital appreciation and      .   AXA Equitable Funds        (check mark)
  ALLOCATION         current income, with a greater emphasis on capital           Management Group, LLC
                     appreciation.
--------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/          Seeks to achieve a high total return through a           .   AXA Equitable Funds
  MULTI-SECTOR BOND  combination of current income and capital appreciation.      Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL    Seeks to achieve long-term growth of capital.            .   AXA Equitable Funds
  CAP GROWTH                                                                      Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------
CHARTER/SM /SMALL    Seeks to achieve long-term growth of capital.            .   AXA Equitable Funds
  CAP VALUE                                                                       Management Group, LLC
--------------------------------------------------------------------------------------------------------------------------





 EQ ADVISORS TRUST -                                                              INVESTMENT MANAGER
 CLASS IB SHARES                                                                  (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                   AS APPLICABLE)                 MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
AXA/AB SMALL CAP      Seeks to achieve long-term growth of capital.               .   AllianceBernstein L.P.
  GROWTH/(1)/
------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN          Seeks to maximize income while maintaining prospects        .   AXA Equitable Funds        (check mark)
  BALANCED MANAGED    for capital appreciation with an emphasis on risk-adjusted      Management Group, LLC
  VOLATILITY          returns and managing volatility in the Portfolio.           .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Franklin Advisers, Inc.
------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN SMALL    Seeks to achieve long-term total return with an emphasis    .   AXA Equitable Funds        (check mark)
  CAP VALUE MANAGED   on risk-adjusted returns and managing volatility in the         Management Group, LLC
  VOLATILITY          Portfolio.                                                  .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Franklin Advisory
                                                                                      Services, LLC
------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN          Primarily seeks capital appreciation and secondarily seeks  .   AXA Equitable Funds        (check mark)
  TEMPLETON           income.                                                         Management Group, LLC
  ALLOCATION
  MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------------
AXA GLOBAL EQUITY     Seeks to achieve long-term capital appreciation with an     .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility       Management Group, LLC
                      in the Portfolio.                                           .   BlackRock Investment
                                                                                      Management, LLC
                                                                                  .   Morgan Stanley Investment
                                                                                      Management Inc.
                                                                                  .   Oppenheimer Funds, Inc.
------------------------------------------------------------------------------------------------------------------------------



                                      4









-----------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                             INVESTMENT MANAGER
 CLASS IB SHARES                                                                 (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                  AS APPLICABLE)                 MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                       
AXA INTERNATIONAL     Seeks to achieve long-term growth of capital with an       .   AXA Equitable Funds        (check mark)
  CORE MANAGED        emphasis on risk-adjusted returns and managing volatility      Management Group, LLC
  VOLATILITY          in the Portfolio.                                          .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   EARNEST Partners, LLC
                                                                                 .   Massachusetts Financial
                                                                                     Services Company d/b/a
                                                                                     MFS Investment Management
                                                                                 .   Hirayama Investments, LLC
                                                                                 .   WHV Investments
-----------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL     Seeks to provide current income and long-term growth of    .   AXA Equitable Funds        (check mark)
  VALUE MANAGED       income, accompanied by growth of capital with an               Management Group, LLC
  VOLATILITY          emphasis on risk-adjusted returns and managing volatility  .   BlackRock Investment
                      in the Portfolio.                                              Management, LLC
                                                                                 .   Northern Cross, LLC
-----------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP CORE    Seeks to achieve long-term growth of capital with an       .   AXA Equitable Funds        (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility      Management Group, LLC
                      in the Portfolio.                                          .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   Capital Guardian Trust
                                                                                     Company
                                                                                 .   Institutional Capital LLC
                                                                                 .   Thornburg Investment
                                                                                     Management, Inc.
-----------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP         Seeks to provide long-term capital growth with an          .   AXA Equitable Funds        (check mark)
  GROWTH MANAGED      emphasis on risk-adjusted returns and managing volatility      Management Group, LLC
  VOLATILITY          in the Portfolio.                                          .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   Marsico Capital
                                                                                     Management, LLC
                                                                                 .   T.Rowe Price Associates,
                                                                                     Inc.
                                                                                 .   Wells Capital Mangement,
                                                                                     Inc.
-----------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE   Seeks to achieve long-term growth of capital with an       .   AllianceBernstein L.P.     (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility  .   AXA Equitable Funds
                      in the Portfolio.                                              Management Group, LLC
                                                                                 .   BlackRock Investment
                                                                                     Management, LLC
                                                                                 .   Massachusetts Financial
                                                                                     Services Company d/b/a
                                                                                     MFS Investment Management
-----------------------------------------------------------------------------------------------------------------------------



                                      5









---------------------------------------------------------------------------------------------------------------
 EQ
 ADVISORS
 TRUST -
 CLASS IB                                                      INVESTMENT
 SHARES                                                        MANAGER
                                                               (OR
 PORTFOLIO                                                     SUB-ADVISER(S),                    VOLATILITY
 NAME          OBJECTIVE                                       AS APPLICABLE)                     MANAGEMENT
---------------------------------------------------------------------------------------------------------------
                                                                                         
               Seeks to achieve capital appreciation.          .
  AXA/LOOMIS                                                       Loomis, Sayles & Company, L.P.
  SAYLES
  GROWTH
---------------------------------------------------------------------------------------------------------------
AXA MID        Seeks to achieve long-term capital              .   AXA                            (check mark)
  CAP          appreciation with an emphasis on risk-              Equitable
  VALUE        adjusted returns and managing volatility in         Funds
  MANAGED      the Portfolio.                                      Management
  VOLATILITY                                                       Group, LLC
                                                               .   BlackRock
                                                                   Investment
                                                                   Management,
                                                                   LLC
                                                               .   Wellington
                                                                   Management
                                                                   Company,
                                                                   LLP
---------------------------------------------------------------------------------------------------------------
AXA            Seeks to achieve capital appreciation, which    .   AXA                            (check mark)
  MUTUAL       may occasionally be short-term, with an             Equitable
  LARGE        emphasis on risk-adjusted returns and               Funds
  CAP          managing volatility in the Portfolio.               Management
  EQUITY                                                           Group, LLC
  MANAGED                                                      .   BlackRock
  VOLATILITY                                                       Investment
                                                                   Management,
                                                                   LLC
                                                               .   Franklin
                                                                   Mutual
                                                                   Advisers,
                                                                   LLC
---------------------------------------------------------------------------------------------------------------
AXA            Seeks to achieve long-term capital growth       .   AXA                            (check mark)
  TEMPLETON    with an emphasis on risk-adjusted returns           Equitable
  GLOBAL       and managing volatility in the Portfolio.           Funds
  EQUITY                                                           Management
  MANAGED                                                          Group, LLC
  VOLATILITY                                                   .   BlackRock
                                                                   Investment
                                                                   Management,
                                                                   LLC
                                                               .   Templeton
                                                                   Investment
                                                                   Coun- sel,
                                                                   LLC
---------------------------------------------------------------------------------------------------------------
               Seeks to achieve capital appreciation and       .   BlackRock
  EQ/BLACKROCK secondarily, income.                                Investment
  BASIC                                                            Management,
  VALUE                                                            LLC
  EQUITY
---------------------------------------------------------------------------------------------------------------
EQ/BOSTON      Seeks a combination of growth and income        .   Boston
  ADVISORS     to achieve an above-average and consistent          Advisors,
  EQUITY       total return.                                       LLC
  INCOME
---------------------------------------------------------------------------------------------------------------
               Seeks to achieve long-term capital              .   Calvert
  EQ/CALVERT   appreciation.                                       Investment
  SOCIALLY                                                         Management
  RESPONSIBLE                                                      Inc.
---------------------------------------------------------------------------------------------------------------
               Seeks to achieve long-term growth of            .   Capital
  EQ/CAPITAL   capital.                                            Guardian
  GUARDIAN                                                         Trust
  RESEARCH                                                         Company
---------------------------------------------------------------------------------------------------------------
EQ/COMMON      Seeks to achieve a total return before          .
  STOCK        expenses that approximates the total return         AllianceBernstein
  INDEX        performance of the Russell 3000(R) Index,           L.P.
               including reinvestment of dividends, at a
               risk level consistent with that of the Russell
               3000(R) Index.
---------------------------------------------------------------------------------------------------------------
EQ/CORE        Seeks to achieve a total return before          .   SSgA Funds
  BOND         expenses that approximates the total return         Management,
  INDEX        performance of the Barclays Intermediate U.S.       Inc.
               Government/Credit Index, including
               reinvestment of dividends, at a risk level
               consistent with that of the Barclays
               Intermediate U.S. Government/Credit Index.
---------------------------------------------------------------------------------------------------------------
EQ/EQUITY      Seeks to achieve a total return before          .
  500          expenses that approximates the total return         AllianceBernstein
  INDEX        performance of the Standard & Poor's 500            L.P.
               Composite Stock Price Index, including
               reinvestment of dividends, at a risk level
               consistent with that of the Standard &
               Poor's 500 Composite Stock Price Index.
---------------------------------------------------------------------------------------------------------------
EQ/GAMCO       Seeks to achieve capital appreciation.          .   GAMCO
  MERGERS                                                          Asset
  AND                                                              Management,
  ACQUISITIONS                                                     Inc.
---------------------------------------------------------------------------------------------------------------
EQ/GAMCO       Seeks to maximize capital appreciation.         .   GAMCO
  SMALL                                                            Asset
  COMPANY                                                          Management,
  VALUE                                                            Inc.
---------------------------------------------------------------------------------------------------------------



                                      6









-----------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                               INVESTMENT MANAGER
 CLASS IB SHARES                                                                   (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                    AS APPLICABLE)                 MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
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/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 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/INVESCO COMSTOCK   Seeks to achieve capital growth and income.                  .   Invesco Advisers, Inc.
-----------------------------------------------------------------------------------------------------------------------------
EQ/JPMORGAN VALUE     Seeks to achieve long-term capital appreciation.             .   J.P. Morgan Investment
  OPPORTUNITIES                                                                        Management Inc.
-----------------------------------------------------------------------------------------------------------------------------
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(R) Growth Index, including reinvestment of dividends
                      at a risk level consistent with that of the Russell 1000(R)
                      Growth Index.
-----------------------------------------------------------------------------------------------------------------------------
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(R) Value Index, including reinvestment of dividends,
                      at a risk level consistent with that of the Russell 1000(R)
                      Value Index.
-----------------------------------------------------------------------------------------------------------------------------
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                 Inc.
                      Standard & Poor's Mid Cap 400 Index, including
                      reinvestment of dividends, at a risk level consistent with
                      that of the Standard & Poor's Mid Cap 400 Index.
-----------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET       Seeks to obtain a high level of current income, preserve     .   The Dreyfus Corporation
                      its assets and maintain liquidity.
-----------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY     Seeks to achieve capital growth.                             .   Morgan Stanley Investment
  MID CAP GROWTH                                                                       Management Inc.
-----------------------------------------------------------------------------------------------------------------------------



                                      7









-----------------------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                               INVESTMENT MANAGER
 CLASS IB SHARES                                                                   (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                                    AS APPLICABLE)                 MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
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.                                    .   AXA Equitable Funds
                                                                                       Management Group, LLC
                                                                                   .   Pacific Investment
                                                                                       Management Company LLC
-----------------------------------------------------------------------------------------------------------------------------
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/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/WELLS FARGO        Seeks to achieve long-term capital growth.                   .   Wells Capital Management,
  OMEGA GROWTH                                                                         Inc.
-----------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER          Seeks to achieve long-term growth of capital.                .   AllianceBernstein L.P.
  AGGRESSIVE EQUITY                                                                .   AXA Equitable Funds
                                                                                       Management Group, LLC
                                                                                   .   ClearBridge Investments,
                                                                                       LLC
                                                                                   .   Marsico Capital
                                                                                       Management, LLC
                                                                                   .   Scotia Institutional
                                                                                       Asset Management US, Ltd.
                                                                                   .   T. Rowe Price Associates,
                                                                                       Inc.
                                                                                   .   Westfield Capital
                                                                                       Management Company, L.P.
-----------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE     Seeks to achieve a balance of high current income and        .   AXA Equitable Funds
  BOND                capital appreciation, consistent with a prudent level of         Management Group, LLC
                      risk.                                                        .   BlackRock Financial
                                                                                       Management, Inc.
                                                                                   .   DoubleLine Capital L.P.
                                                                                   .   Pacific Investment
                                                                                       Management Company LLC
                                                                                   .   SSgA Funds Management,
                                                                                       Inc.
-----------------------------------------------------------------------------------------------------------------------------



                                      8








---------------------------------------------------------------------------------------------------------------
 EQ ADVISORS TRUST -                                                 INVESTMENT MANAGER
 CLASS IB SHARES                                                     (OR SUB-ADVISER(S),            VOLATILITY
 PORTFOLIO NAME       OBJECTIVE                                      AS APPLICABLE)                 MANAGEMENT
---------------------------------------------------------------------------------------------------------------
                                                                                           
MULTIMANAGER MID      Seeks to achieve long-term growth of capital.  .   AllianceBernstein L.P.
  CAP GROWTH                                                         .   AXA Equitable Funds
                                                                         Management Group, LLC
                                                                     .   BlackRock Investment
                                                                         Management, LLC
                                                                     .   Franklin Advisers, Inc.
                                                                     .   Wellington Management
                                                                         Company, LLP
---------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID      Seeks to achieve long-term growth of capital.  .   AXA Equitable Funds
  CAP VALUE                                                              Management Group, LLC
                                                                     .   BlackRock Investment
                                                                         Management, LLC
                                                                     .   Diamond Hill Capital
                                                                         Management, Inc.
                                                                     .   Knightsbridge Asset
                                                                         Management, LLC
                                                                     .   Lord, Abbett & Co. LLC
---------------------------------------------------------------------------------------------------------------
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
---------------------------------------------------------------------------------------------------------------




(1)This information reflects the variable investment option's name change
   effective on or about May 22, 2015 subject to regulatory approval. The chat
   below reflects the variable invest option's name in effect until on or about
   May 22, 2015.





-----------------------------------------------------
  VARIABLE INVESTMENT OPTION NAME UNTIL MAY 22, 2015
-----------------------------------------------------
  
        EQ/AllianceBernstein Small Cap Growth
-----------------------------------------------------





2. GUARANTEED MINIMUM DEATH BENEFIT AND GUARANTEED MINIMUM INCOME BENEFIT BASE

In the subsection, "6% ROLL-UP TO AGE 85", THE FOLLOWING REPLACES THE SECOND
AND THIRD PARAGRAPHS:

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

..   6% with respect to the variable investment options (other than
    EQ/Intermediate Government Bond, EQ/Money Market, and EQ/PIMCO Ultra Short
    Bond); and

..   3% with respect to the EQ/Intermediate Government Bond, EQ/Money Market,
    and EQ/PIMCO Ultra Short Bond, the fixed maturity options, the guaranteed
    interest option and the loan reserve account under TSA (if applicable).

The benefit base stops rolling up after the contract anniversary following the
annuitant's 85th birthday. As noted above, the effective annual roll-up rate is
either 3% or 6%, depending on the investment option(s) selected. You should
consider the difference in the roll-up rate when you select investment
option(s) and investment programs, such as dollar cost averaging.

3. GUARANTEED MINIMUM INCOME BENEFIT OPTION ("GMIB")

In the subsection, "ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT", the
illustration is accurate, but assumes there were no allocations to the
EQ/Intermediate Government Bond, EQ/Money Market and EQ/PIMCO Ultra Short Bond
variable investment options.

                                      9






TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

1. DISRUPTIVE TRANSFER ACTIVITY

   In this section, the fourth through eighth paragraphs are deleted in their
   entirety and replaced with the following:

   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.

   When a contract owner 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.

2. DOLLAR COST AVERAGING

   In addition to the dollar cost averaging programs described in the
   prospectus, there is also a General dollar cost averaging program available
   to you. The following is added to the prospectus:

   GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the EQ/Money Market
   option is at least $2,000, you may choose, at any time, to have amounts
   transferred from that option to the other variable investment options on a
   monthly basis. 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 $50. The maximum amount we will transfer is equal to your value
   in the EQ/Money Market option at the time the program is elected, divided by
   the number of transfers scheduled to be made.

   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.

3. REBALANCING YOUR ACCOUNT VALUE

   The following section is added to the prospectus:

REBALANCING YOUR ACCOUNT VALUE

   Our rebalancing program offers two options that you can use to automatically
   reallocate your account value. Option I permits reallocation among the
   variable investment options only and option II permits reallocation among
   the variable investment options and the guaranteed

                                      10






   interest option. Election of either option does not change the general
   limitation under your contract that no more than 25% of any contribution may
   be allocated to the guaranteed interest option described above under
   "Allocating your contributions." To enroll in the asset rebalancing program,
   you must notify us in writing by completing our asset rebalancing form,
   instructing us:

   (a)in whole percentages only, the percentage you want invested in each
      variable investment option (and the guaranteed interest option, if
      applicable), and

   (b)how often you want the rebalancing to occur (quarterly, semiannually, or
      annually).

While your rebalancing program is in effect, we will transfer amounts among
each variable investment option (and the guaranteed interest option, if
applicable), so that the percentage of your account value that you specify is
invested in each option at the end of each rebalancing date. Your entire
account value in the variable investment options (and guaranteed interest
option, if applicable) must be included in the rebalancing program. Currently,
we permit rebalancing of up to 20 investment options. Election of option II is
subject to the 25% allocation restriction into the guaranteed interest option
described above under "Transferring your account value," in this section.
Transfer restrictions out of the guaranteed interest option may apply in
accordance with (a), (b) and (c) under "Transferring your account value,"
above, in this section. The initial transfer under the rebalancing program
(based on your account value as of the day before the program is established)
is not permitted to cause the transfer restrictions to be violated, and any
rebalancing election that would be a violation of the transfer restrictions
will not be put into effect. However, if the program can be established, once
it is in effect, the transfer restrictions will be waived for the rebalancing
transfers.

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

To be eligible, you must have (i) at least $5,000 of account value in the
variable investment options for option I, or (ii) at least $5,000 of account
value in the variable investment options and the guaranteed interest option,
combined for option II. Rebalancing is not available for amounts you have
allocated in the fixed maturity options. We may waive this $5,000 requirement.

If you elect to use option II, you may not choose either of the investment
simplifier automatic options.

   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.

   FOR TSA CONTRACTS WITH OUTSTANDING LOANS ONLY, on any rebalancing date where
   the amount to be transferred from the guaranteed interest option would cause
   a transfer from the Loan Reserve Account (which is part of the guaranteed
   interest option), the rebalancing program will be automatically cancelled.
   (See "Loans under TSA contracts" in "Accessing your money" later in this
   prospectus.)

CHARGES AND EXPENSES

1. CHARGES THAT THE TRUST DEDUCTS

   This section is deleted and replaced with the following:

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 (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.

MORE INFORMATION

1. ABOUT THE TRUST

   The information in this section relating to EQ Advisors Trust is also
   accurate with regard to AXA Premier VIP Trust.

                                      11





Appendix I: Condensed financial information

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

As discussed earlier in this Supplement, Appendix I is deleted in its entirety
and replaced with the following.

The following tables show the accumulation unit values and the number of
outstanding units for each variable investment option on the last business day
of the periods shown. The information presented is shown for the past ten
years, or from the first year the particular contracts were offered if less
than ten years ago.


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.25%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





--------------------------------------------------------------------------------------------------------------
                                                           FOR THE YEARS ENDING DECEMBER 31,
                                         ---------------------------------------------------------------------
                                          2006    2007    2008   2009   2010    2011    2012    2013    2014
--------------------------------------------------------------------------------------------------------------
                                                                            
 AXA AGGRESSIVE ALLOCATION
--------------------------------------------------------------------------------------------------------------
   Unit value                            $104.54 $ 97.11 $58.31 $73.29 $ 81.84 $ 74.76 $ 84.28 $105.23 $108.82
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     11     36      56      50      52      53      50
--------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
--------------------------------------------------------------------------------------------------------------
   Unit value                            $101.50 $102.82 $90.35 $97.99 $103.79 $104.44 $107.86 $111.13 $112.61
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1     21     68     132     188     214     214     202
--------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
--------------------------------------------------------------------------------------------------------------
   Unit value                            $102.29 $100.87 $80.26 $90.69 $ 97.68 $ 95.78 $101.55 $110.55 $112.62
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     13     55      83     104     114     122     134
--------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $113.12 $115.64 $48.70 $72.17 $ 79.43 $ 68.78 $ 79.45 $ 94.44 $ 94.83
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1     14     52      84      90     117     115     101
--------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $104.12 $102.01 $55.55 $74.24 $ 80.07 $ 65.68 $ 75.44 $ 87.55 $ 81.06
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --     11     57      84      84      48      40      41
--------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $104.70 $ 98.44 $55.41 $71.27 $ 74.65 $ 61.80 $ 71.69 $ 84.47 $ 77.43
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      7     23      30      34      31      29      28
--------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $102.43 $ 95.91 $59.29 $74.07 $ 83.52 $ 78.98 $ 89.68 $116.50 $128.41
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      1      3       3       3       2       3       4
--------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $104.10 $103.08 $62.87 $83.73 $ 94.63 $ 90.03 $101.12 $135.19 $148.30
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      1      3       4       6       6       7      21
--------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $104.11 $ 88.84 $49.72 $59.13 $ 65.79 $ 61.68 $ 70.56 $ 92.31 $102.31
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1     10     14      16      19      18      19      30
--------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
--------------------------------------------------------------------------------------------------------------
   Unit value                            $103.66 $ 87.71 $52.34 $70.22 $ 84.92 $ 75.95 $ 88.97 $116.92 $128.01
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      3     22      26      27      25      27      26
--------------------------------------------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.25%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-------------------------------------------------------------------------------------------------------------
                                                          FOR THE YEARS ENDING DECEMBER 31,
                                         --------------------------------------------------------------------
                                          2006    2007    2008   2009   2010   2011    2012    2013    2014
-------------------------------------------------------------------------------------------------------------
                                                                           
 AXA MODERATE ALLOCATION
-------------------------------------------------------------------------------------------------------------
   Unit value                            $102.92 $ 99.38 $74.12 $85.64 $92.96 $ 89.60 $ 96.26 $107.53 $109.40
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3     51    164    249     327     344     362     383
-------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
-------------------------------------------------------------------------------------------------------------
   Unit value                            $103.68 $ 98.88 $66.61 $80.22 $88.37 $ 82.94 $ 91.34 $108.05 $110.72
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      13     44    109    156     179     185     197     198
-------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
-------------------------------------------------------------------------------------------------------------
   Unit value                            $102.67 $ 96.80 $65.19 $84.02 $92.35 $ 91.27 $100.25 $113.42 $118.95
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      4     13     16      17      21      30      38
-------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
-------------------------------------------------------------------------------------------------------------
   Unit value                            $103.24 $ 81.76 $53.77 $68.08 $83.55 $ 74.60 $ 86.07 $116.17 $117.15
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      1      3      5       5       6       5       5
-------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
-------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $ 94.37 $58.82 $74.62 $81.34 $ 76.76 $ 86.95 $105.86 $110.26
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      3      7     11      13      14      19      28
-------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
-------------------------------------------------------------------------------------------------------------
   Unit value                            $101.82 $109.93 $72.85 $93.33 $99.74 $101.32 $112.64 $141.57 $150.74
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      2     11     17      18      18      18      16
-------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
-------------------------------------------------------------------------------------------------------------
   Unit value                            $103.66 $ 92.28 $56.41 $69.70 $77.04 $ 72.69 $ 81.98 $104.65 $113.36
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      2      3      4       5       5       4       4
-------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
-------------------------------------------------------------------------------------------------------------
   Unit value                            $104.20 $ 93.60 $54.70 $70.24 $74.91 $ 67.83 $ 79.93 $100.20 $100.04
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      1      3      8      12      12      17      20
-------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
-------------------------------------------------------------------------------------------------------------
   Unit value                            $102.45 $ 99.91 $75.47 $81.72 $86.05 $ 89.29 $ 92.86 $ 90.90 $ 91.91
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      1      8     33      34      49      33      30
-------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
-------------------------------------------------------------------------------------------------------------
   Unit value                            $103.48 $ 92.33 $52.78 $70.12 $88.39 $ 73.60 $ 80.94 $118.12 $113.60
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      2      4      5       5       5       9       7
-------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
-------------------------------------------------------------------------------------------------------------
   Unit value                            $104.20 $ 84.78 $52.02 $64.94 $79.85 $ 71.74 $ 82.72 $116.59 $109.25
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      1      3      3       3       3       5       5
-------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
-------------------------------------------------------------------------------------------------------------
   Unit value                            $103.66 $ 99.28 $54.25 $72.69 $95.65 $ 93.85 $107.11 $146.16 $149.49
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      4     10     15      18      23      31      34
-------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
-------------------------------------------------------------------------------------------------------------
   Unit value                            $104.24 $ 91.70 $57.45 $73.91 $81.95 $ 78.41 $ 87.99 $119.67 $129.65
-------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1     17     61     98     142     159     183     209
-------------------------------------------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.25%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------------------------------
                                          2006    2007    2008    2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------------------------------
                                                                              
 EQ/BOSTON ADVISORS EQUITY INCOME
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.50 $ 94.66 $ 63.29 $ 69.71 $ 79.65 $ 78.35 $ 91.08 $118.51 $127.17
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       4       8      12      11      16      30      30
----------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
----------------------------------------------------------------------------------------------------------------
   Unit value                            $101.26 $101.62 $ 54.97 $ 71.04 $ 78.94 $ 78.17 $ 90.11 $119.53 $134.10
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       4       5       6
----------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.34 $ 93.93 $ 55.97 $ 72.65 $ 83.08 $ 85.33 $ 98.92 $128.72 $140.47
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      14      34      44      61      82      94     107
----------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.98 $ 95.05 $ 52.75 $ 66.85 $ 76.49 $ 75.94 $ 86.68 $113.39 $125.47
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       8      28      46      57      66      86     116
----------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.66 $102.18 $ 91.88 $ 93.17 $ 97.32 $100.72 $102.61 $ 99.71 $100.84
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2      16      29      36      48      43      42
----------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.03 $ 95.03 $ 58.82 $ 73.10 $ 82.57 $ 82.77 $ 94.18 $122.32 $136.47
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      27      77     101     127     157     174     213
----------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.27 $ 95.62 $ 81.37 $ 93.71 $101.45 $101.53 $105.52 $115.65 $116.08
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       4       9       9       9      12      13
----------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.86 $ 94.52 $ 64.72 $ 90.41 $118.42 $112.86 $131.34 $180.43 $183.63
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      13      46      87     123     144     171     190
----------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
----------------------------------------------------------------------------------------------------------------
   Unit value                            $101.77 $108.14 $113.71 $114.50 $120.20 $123.92 $126.92 $122.19 $121.73
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7      25      45      67      70      64      60
----------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.25 $105.16 $107.58 $103.82 $106.85 $111.11 $110.79 $107.61 $107.89
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7      16      26      34      43      33      31
----------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.78 $ 96.39 $ 46.90 $ 58.87 $ 61.16 $ 53.03 $ 60.89 $ 73.04 $ 67.15
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      20      39      48      51      53      58      58
----------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.92 $ 90.49 $ 56.35 $ 71.45 $ 81.29 $ 78.68 $ 92.01 $122.69 $131.96
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       2       5       5       6      11      48
----------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.18 $ 90.10 $ 53.58 $ 70.01 $ 77.65 $ 72.67 $ 83.28 $111.67 $126.13
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       4       8      10      11      14      15
----------------------------------------------------------------------------------------------------------------



                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.25%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------------------------------
                                          2006    2007    2008    2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------------------------------
                                                                              
 EQ/LARGE CAP GROWTH INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.07 $104.11 $ 65.52 $ 88.13 $100.91 $102.00 $115.56 $151.19 $167.57
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       7       8      11      15      22      27
----------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.08 $ 87.93 $ 37.59 $ 44.23 $ 50.06 $ 49.28 $ 56.74 $ 73.72 $ 81.99
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       4       9      33      30      26      31
----------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.82 $101.57 $ 59.90 $ 81.17 $ 92.14 $ 81.24 $ 96.02 $107.77 $101.09
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       4      12      18      23      25      28      29
----------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.66 $ 95.26 $ 47.70 $ 64.19 $ 79.71 $ 76.82 $ 88.82 $116.28 $125.15
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1      28      77      97     102     110     125     134
----------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.60 $101.55 $102.39 $101.11 $ 99.85 $ 98.61 $ 97.37 $ 96.15 $ 94.95
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      39      65      62      75      73      72      65
----------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.78 $105.71 $ 54.99 $ 85.29 $111.42 $101.56 $109.07 $149.22 $146.31
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5      26      58      95     111     116     127
----------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.12 $ 95.47 $ 55.87 $ 76.47 $ 86.98 $ 78.50 $ 93.30 $116.40 $117.00
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       7      17      29      30      45      66
----------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
----------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.43 $109.88 $104.12 $111.05 $110.58 $108.99 $109.24 $107.96 $ 96.59
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      22      84      96      85      84      78      --
----------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.62 $103.54 $ 95.55 $100.08 $105.00 $104.95 $106.39 $102.66 $104.32
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       3      18      36      28      27      25      22
----------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.91 $ 90.40 $ 58.80 $ 73.24 $ 90.99 $ 86.27 $ 98.42 $133.60 $138.32
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      13      44      56      61      65      72      74
----------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.02 $ 97.66 $ 55.74 $ 78.51 $ 90.23 $ 87.38 $102.62 $139.77 $149.94
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       9      38      64      96     126     145     155
----------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.89 $ 92.64 $ 54.86 $ 71.75 $ 80.11 $ 76.88 $ 85.69 $114.68 $129.61
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       6      16      20      15      15      17      26
----------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.62 $ 99.32 $ 71.00 $ 98.37 $113.94 $105.91 $125.95 $172.99 $177.31
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2      13      20      40      58      77      80
----------------------------------------------------------------------------------------------------------------



                                      I-4

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 1.25%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         -----------------------------------------------------------------------
                                          2006    2007    2008    2009    2010    2011    2012    2013    2014
----------------------------------------------------------------------------------------------------------------
                                                                              
 MULTIMANAGER AGGRESSIVE EQUITY
----------------------------------------------------------------------------------------------------------------
   Unit value                            $105.05 $ 99.59 $ 52.44 $ 71.08 $ 82.56 $ 76.41 $ 86.17 $116.70 $127.53
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      11      16      17      18      17      16
----------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
----------------------------------------------------------------------------------------------------------------
   Unit value                            $100.50 $106.02 $107.54 $115.05 $120.66 $126.07 $131.31 $126.61 $129.72
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2      23      63      82     111     102      95
----------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
----------------------------------------------------------------------------------------------------------------
   Unit value                            $103.27 $ 98.14 $ 54.68 $ 76.55 $ 95.92 $ 87.26 $ 99.47 $137.69 $142.58
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       5       9       9       8      10      10
----------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
----------------------------------------------------------------------------------------------------------------
   Unit value                            $102.93 $ 88.13 $ 55.86 $ 79.65 $ 98.25 $ 84.09 $ 95.34 $127.66 $132.79
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       9      14      14      12      12      12
----------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
----------------------------------------------------------------------------------------------------------------
   Unit value                            $104.68 $103.56 $ 54.24 $ 84.88 $ 98.66 $ 92.73 $103.86 $139.07 $155.94
----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3      10      17      18      19      18      20
----------------------------------------------------------------------------------------------------------------



                                      I-5

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION





Appendix III: Enhanced death benefit example

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

In the second paragraph, the example is accurate, but assumes there were no
allocations to the EQ/Intermediate Government Bond, EQ/Money Market and
EQ/PIMCO Ultra Short Bond variable investment options, in addition to the
assumptions listed.

                                     III-1

                 APPENDIX III: ENHANCED DEATH BENEFIT EXAMPLE





Appendix IV: Hypothetical illustrations

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

The hypothetical illustrations in the prospectus are deleted and replaced with
the following:

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 and the Guaranteed minimum income benefit
under certain hypothetical circumstances for an EQUI-VEST(R) At Retirement/SM/
contract. 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 (2.27)%, 3.73% for the EQUI-VEST(R) At Retirement/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 and the Guaranteed minimum income
benefit features. 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 and the Annual Ratchet to age 85 Guaranteed minimum death
benefit charge and the Guaranteed minimum income benefit 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 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 0.51%, and (2) an assumed
average asset charge for all other expenses of the underlying portfolios
equivalent to an effective annual rate of 0.27% 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./(1)/ 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
contract values 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.
----------
(1)The arithmetic average of the fees and expenses deducted from the assets of
   the underlying portfolios used in this illustration is the higher of the
   arithmetic average of such fees as of May 1, 2014 and as of June 20, 2014,
   following the completion of all changes to the underlying portfolios as
   described in this prospectus.

                                     IV-1

                    APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS






VARIABLE DEFERRED ANNUITY
EQUI-VEST(R) AT RETIREMENT/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
   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                      INCOME BENEFIT:    INCOME BENEFIT:
AGE   YEAR    ACCOUNT VALUE    CASH VALUE    MINIMUM DEATH BENEFIT TOTAL DEATH 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     96,405 102,405  96,405 102,405 106,000    106,000    106,000   106,000      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
62      2     92,812 104,820  92,812 104,820 112,360    112,360    112,360   112,360      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
63      3     89,217 107,241  89,217 107,241 119,102    119,102    119,102   119,102      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
64      4     85,613 109,663  85,613 109,663 126,248    126,248    126,248   126,248      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
65      5     81,997 112,081  81,997 112,081 133,823    133,823    133,823   133,823      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
66      6     78,363 114,488  78,363 114,488 141,852    141,852    141,852   141,852      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
67      7     74,704 116,879  74,704 116,879 150,363    150,363    150,363   150,363      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
68      8     71,016 119,247  71,016 119,247 159,385    159,385    159,385   159,385      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
69      9     67,292 121,583  67,292 121,583 168,948    168,948    168,948   168,948      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
70     10     63,526 123,879  63,526 123,879 179,085    179,085    179,085   179,085   10,584    10,584   10,584    10,584
-----------------------------------------------------------------------------------------------------------------------------
75     15     43,819 134,421  43,819 134,421 239,656    239,656    239,656   239,656   15,362    15,362   15,362    15,362
-----------------------------------------------------------------------------------------------------------------------------
80     20     21,915 142,227  21,915 142,227 320,714    320,714    320,714   320,714   21,841    21,841   21,841    21,841
-----------------------------------------------------------------------------------------------------------------------------
85     25          0 145,107       0 145,107       0    429,187          0   429,187   39,700    39,700   39,700    39,700
-----------------------------------------------------------------------------------------------------------------------------
90     30          0 145,364       0 145,364       0    429,187          0   429,187      N/A       N/A      N/A       N/A
-----------------------------------------------------------------------------------------------------------------------------
95     35          0 145,672       0 145,672       0    429,187          0   429,187      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.


   Copyright 2015 AXA Equitable Life Insurance Company. All rights reserved.


EQUI-VEST(R) At Retirement/SM/ is issued by and is a registered service mark of
                     AXA Equitable Life Insurance Company.
 Co-distributed by affiliates AXA Advisors, LLC and/or AXA Distributors, LLC,
                          1290 Avenue of the Americas
                              New York, NY 10104.

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

                                     IV-2

                    APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) VANTAGE/SM/

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

We offer the EQUI-VEST(R) Vantage/SM/ contract to fund certain Section 403(b)
plans ("plans"). The EQUI-VEST(R) Vantage/SM/ contract is available to plans
that meet our requirements, which may include requirements regarding plan
vesting provisions. The EQUI-VEST(R) Vantage/SM/ contract may not currently be
available in every state. Your financial professional can provide information
about state availability.

We no longer offer the EQUI-VEST(R) Vantage/SM/ contract for establishing new
units. We will continue to accept contributions for existing participants and
new participants can continue to be enrolled in existing units.

EQUI-VEST(R) Vantage/SM/ is a group variable deferred annuity contract. Either
the plan trustee or the employer will be the EQUI-VEST(R) Vantage/SM/ contract
holder. Certain rights may be exercised by employees covered under an
employer's plan (the "participants"). These rights will be set forth in a
participation certificate provided to each participant. The 12-month period
beginning on the participant's participation date and each 12-month period
thereafter is a "participation year." The "participation date" is the date we
receive a participant's properly completed and signed enrollment form and any
other required documents at our processing office. "Contract date" is the date
following our acceptance of a properly completed and signed application (and
other required documents). The 12-month period beginning on a contract date and
each 12-month period after that is a "contract year." The end of each 12-month
period is the "contract anniversary." Terms and other provisions not defined or
modified in this Supplement are the same as in the prospectus./(1)/

The group annuity contract that covers the qualified plan in which you
participate is not an investment advisory account, and AXA Equitable is not
providing any investment advice or managing the allocations under this
contract. In the absence of a specific written arrangement to the contrary,
you, as the participant under this contract, have the sole authority to make
investment allocations and other decisions under the contract. Your AXA
Advisors financial professional 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.

We offer the EQUI-VEST(R) Vantage/SM/ contract to purchasers on the same basis
and under the same terms and conditions described in the prospectus as those
that apply to EQUI-VEST(R) Series 100 and 200 contracts, except for certain
material differences described in this Supplement. You should be aware that an
annuity contract that is a Tax Sheltered Annuity (TSA), such as the
EQUI-VEST(R) Vantage/SM/, does not provide tax deferral benefits beyond those
already provided by the Internal Revenue Code. Before participating in
EQUI-VEST(R) Vantage/SM/ TSA, 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 this annuity with any
other investment that you may use in connection with your retirement plan or
arrangement. (For more information, see "Tax information" in the prospectus.)

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

See "Tax information" in the prospectus for a more detailed discussion of
sources of contributions, certain contribution limitations and other tax
information for TSA contracts.

We may at some future time, under certain conditions and subject to applicable
law, allow a current owner of an EQUI-VEST(R) series 100, series 200, or series
600 TSA contract to exchange it for participation in an EQUI-VEST(R)
Vantage/SM/ contract. An exchange for participation in an EQUI-VEST(R)
Vantage/SM/ contract may or may not be advantageous, based on all of the
circumstances, including a comparison of contractual terms and conditions, and
charges and deductions. We will provide additional information upon request at
such time as exchanges may be permitted.

Material differences between EQUI-VEST(R) Vantage/SM/ and the provisions of the
EQUI-VEST(R) series 100 and 200 contracts described in the prospectus include
the information above as well as the following:

1. THE FOLLOWING PARAGRAPH IS ADDED TO THE "EQUI-VEST(R) EMPLOYER-SPONSORED
   RETIREMENT PLANS AT A GLANCE -- KEY FEATURES" TABLE UNDER "TAX ADVANTAGES"
   IN THE PROSPECTUS:
----------
(1)This Supplement distinguishes between "contract" and "participation
   certificate" as well as "contract holder" and "participant" when describing
   the EQUI-VEST(R) Vantage/SM/ product. The prospectus does not make these
   distinctions and generally uses the terms "you" and "your" when referring to
   the person who has the right or responsibility that the prospectus is
   discussing at that point, and to "contract" when referring to the
   participation certificate or contract that includes the right being
   discussed. In this Supplement, unless otherwise stated, "you" and "your"
   refers to the participant.


                                                                        #792936

                                                               EV Vantage (900)







   EQUI-VEST(R)            You should be aware that electing the optional
   VANTAGE/SM/ TAX         "enhanced death benefit" may have limited usefulness
   ADVANTAGES              due to the effect of Required Minimum Distributions
                           ("RMDs"). Your required withdrawals reduce this
                           benefit and may have the effect of eliminating your
                           ability to utilize the entire benefit. You should
                           consult with your tax adviser and consider whether
                           you can satisfy your RMD from another similar
                           qualified source prior to purchasing this benefit.

2. THE FOLLOWING IS ADDED AS A NEW HEADING TO THE "EQUI-VEST(R)
   EMPLOYER-SPONSORED RETIREMENT PLANS AT A GLANCE -- KEY FEATURES" TABLE
   BEFORE "PAYOUT OPTIONS" IN THE PROSPECTUS:

   EQUI-VEST(R)            The contract provides a death benefit for the
   VANTAGE/SM/ DEATH       beneficiary should you die. The death benefit is
   BENEFIT PROTECTION      equal to your account value or the minimum death
                           benefit, whichever is higher. However, if you elect
                           the optional enhanced death benefit, the death
                           benefit is equal to your account value or the
                           enhanced death benefit, whichever is higher.

3. THE FOLLOWING IS ADDED TO THE "EQUI-VEST(R) EMPLOYER-SPONSORED RETIREMENT
   PLANS AT A GLANCE -- KEY FEATURES" TABLE UNDER "FEES AND CHARGES" IN THE
   PROSPECTUS:


                       
------------------------------------------------------------------
FEES AND CHARGES FOR      .   Separate account charge deducted
EQUI-VEST(R) VANTAGE/SM/      daily on amounts invested in
                              variable investment options: Varies
                              by employer group, annual rate
                              ranges between 0.50% -- 0.90%.

                          .   Annual administrative charge: There
                              is no annual administrative charge.

                          .   Charge for third-party transfer
                              (such as in the case of a direct
                              plan-to-plan transfer of the
                              account value or a contract
                              exchange under the same 403(b) plan
                              to an "employer-designated funding
                              vehicle" or a direct rollover to
                              another eligible retirement plan:
                              $25 current ($65 maximum) per
                              occurrence per participant.

                          .   Charges for certain optional
                              special services.

                          .   No sales charge deducted at the
                              time contributions are made.

                          .   Withdrawal charge: We deduct a
                              charge of up to 6% of the amount
                              withdrawn from your account value
                              for withdrawals made (or of the
                              defaulted loan amount, if
                              applicable) in the first five
                              contract years or participation
                              years, depending upon the
                              employer's group. The total of all
                              withdrawal charges may not exceed
                              8% of all contributions
                              attributable to the participant in
                              the first five contract or
                              participation years (as applicable)
                              that are permitted to be withdrawn.

                          .   We deduct a charge designed to
                              approximate certain taxes that may
                              be imposed on us, such as premium
                              taxes in your state. The charge is
                              generally deducted from the amount
                              applied to an annuity payout option.

                          .   We deduct an annual charge equal to
                              0.15% of the account value on each
                              participation date anniversary if
                              you elect the optional enhanced
                              death benefit.

                          .   Annual expenses of the Trusts'
                              portfolios are calculated as a
                              percentage of the average daily net
                              assets invested in each portfolio.
                              Please see "Fee table" later in
                              this Supplement for details.

                          .   For variations, including
                              variations in fees and charges for
                              certain contract owners in the
                              State of Texas, please see Appendix
                              II.
------------------------------------------------------------------


4. VARIABLE INVESTMENT OPTIONS

The Variable Investment Options available under the contract are subject to
state regulatory approval and availability under your employer's plan. The
Class IB/B shares of either AXA Premier VIP Trust or EQ Advisors Trust (the
"Trusts") are available under EQUI-VEST(R) Vantage/SM/ contracts. The contracts
described in the EQUI-VEST(R) Employer-Sponsored Retirement Plans prospectus
include Class IA shares of certain Trusts, which are not offered under
EQUI-VEST(R) Vantage/SM/ contracts.

                                      2







5. THE FOLLOWING TABLE AND EXAMPLE ARE ADDED BEFORE "CONDENSED FINANCIAL
   INFORMATION" IN "FEE TABLE" IN THE PROSPECTUS:

FEE TABLE

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the EQUI-VEST(R) Vantage/SM/ certificate. Each
of the charges and expenses is more fully described in "Charges and expenses"
later in this Supplement.

The first table describes fees and expenses that you will pay at the time that
you make certain withdrawals, surrender your certificate, purchase a Variable
Immediate Annuity payout option or make certain transfers and rollovers.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.



-----------------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME
 YOU REQUEST CERTAIN TRANSACTIONS
-----------------------------------------------------------------------------------------------------------
                                                     
Maximum withdrawal charge as a percentage of the
amount withdrawn (deducted when you surrender your
certificate or make certain withdrawals)                6.00%

Charge for third-party transfer or direct rollover/(1)/ $65 maximum per participant for each occurrence;
                                                        currently $25 per participant for each occurrence.

SPECIAL SERVICES CHARGES

..   Wire transfer charge/(2)/                           $90 (current and maximum)

..   Express mail charge/(2)/                            $35 (current and maximum)
-----------------------------------------------------------------------------------------------------------

The next table describes the fees and expenses that you will pay periodically during the time that you
have your certificate, not including underlying trust portfolio fees and expenses.



-----------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 PARTICIPATION DATE ANNIVERSARY
-----------------------------------------------------------
                                                     
Maximum annual administrative charge                    $0



---------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT
 OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET
 ASSETS
---------------------------------------------------------------------------------
                                                     
Separate Account annual expenses/(3)/                   0.50% to 0.90% (maximum)



--------------------------------------------------------------
 CHARGES WE DEDUCT FROM THE ACCOUNT VALUE EACH YEAR IF
 YOU ELECT THE OPTIONAL ENHANCED DEATH BENEFIT
--------------------------------------------------------------
                                                     
Optional enhanced death benefit charge (as a
percentage of your account value) is deducted annually
on each participation date anniversary                  0.15%
--------------------------------------------------------------

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 your certificate. 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 2014
(expenses that are deducted from portfolio assets
including management fees, 12b-1 fees, service fees,    Lowest Highest
and/or other expenses)(*)                               0.62%  2.98%
-----------------------------------------------------------------------



Notes:

(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.





---------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(4)/  Lowest Highest
                                                                                                             0.62%  1.43%
---------------------------------------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)This charge will never exceed 2% of the amount disbursed or transferred.
(2)Unless you specify otherwise, this charge will be deducted from the amount
   you request.
(3)For mortality and expense risks, and administrative and financial accounting
   expenses. A portion of this charge is for providing the death benefit.

(4)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the portfolios.


                                      3







EXAMPLES: EQUI-VEST(R) VANTAGE/SM/ CONTRACTS

These examples are intended to help you compare the cost of investing in the
EQUI-VEST(R) Vantage/SM/ 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 underlying portfolio fees and expenses). For a complete
description of portfolio charges and expenses, please see the prospectus for
each Trust.

The examples below show the expenses that a hypothetical certificate holder
would pay in the situations illustrated.

The fixed maturity options and the guaranteed interest option are not covered
by the fee table and examples. However, the withdrawal charge, the optional
enhanced death benefit charge, the third-party transfer or direct rollover
charge and the charge if you elect a Variable Immediate Annuity payout option
do apply to amounts in the fixed maturity options and the guaranteed interest
option. A market value adjustment (up or down) will apply as a result of a
withdrawal, transfer, or surrender of amounts from a fixed maturity option.

Please note that the charges that would apply under your certificate may be
lower if: (i) your participation is under a contract with lower Separate
Account A charges; (ii) your participation is under a contract that either no
longer has a withdrawal charge, or has a lesser percentage withdrawal charge,
or has a shorter withdrawal charge period associated with it than is used in
the examples; or (iii) you have not elected the optional enhanced death
benefit. The EQUI-VEST(R) Vantage/SM/ contracts were first offered on
January 14, 2002.

These examples should not be considered a representation of past or future
expenses for any 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.

The examples assume that you invest $10,000 in the certificate for the time
periods indicated and that your investment has a 5% return each year. The
examples also assume (i) maximum contract charges rather than the lower current
expenses discussed in "Charges and expenses" later in this Supplement; (ii) the
total annual expenses of the portfolios (before expense limitations) set forth
in the previous tables; (iii) that the optional enhanced death benefit has been
elected; (iv) there is no waiver of the withdrawal charge; and (v) the Contract
Year and Participation Year are the same. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:






------------------------------------------------------------------------------------------------------
                                                                IF YOU SURRENDER YOUR CONTRACT AT THE
                                                                END OF THE APPLICABLE TIME PERIOD
------------------------------------------------------------------------------------------------------
                                                                1 YEAR   3 YEARS   5 YEARS  10 YEARS
------------------------------------------------------------------------------------------------------
                                                                                
(a)assuming maximum fees and expenses of any of the Portfolios  $1,028   $1,893    $2,668    $4,381
------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and expenses of any of the Portfolios  $  795   $1,204    $1,522    $2,033
------------------------------------------------------------------------------------------------------





--------------------------------------------------------------------------------------------------------
                                                                IF YOU DO NOT SURRENDER YOUR CONTRACT AT
                                                                THE END OF THE APPLICABLE TIME PERIOD
--------------------------------------------------------------------------------------------------------
                                                                1 YEAR    3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------------------------------
                                                                                  
(a)assuming maximum fees and expenses of any of the Portfolios   $423     $1,279    $2,149     $4,381
--------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and expenses of any of the Portfolios   $175     $  543    $  936     $2,033
--------------------------------------------------------------------------------------------------------



CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this Supplement for the unit values and
number of units outstanding as of the period shown for each of the variable
investment options available as of December 31, 2014.


                                      4






6. THE FOLLOWING INFORMATION IS ADDED TO THE CHART IN THE SECTION ENTITLED "HOW
   YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT" IN "CONTRACT FEATURES AND
   BENEFITS" IN THE PROSPECTUS:




----------------------------------------------------------------------------------------
 CONTRACT TYPE   SOURCE OF CONTRIBUTIONS             LIMITATIONS ON CONTRIBUTIONS
----------------------------------------------------------------------------------------
                                               
EQUI-VEST(R)       .   Employer Contributions:         .   For 2015, maximum amount of
VANTAGE/SM/            Contributions made by the           employer and employee
                       Employer under the Plan,            contributions is generally
                       other than those described          the lesser of $53,000 or
                       in the items below.                 100% of compensation, with
                   .   Employer Matching                   maximum salary reduction
                       Contributions: Employer             contribution of $18,000.
                       Contributions matching          .   If your employer's plan
                       Salary Reduction                    permits and you are at least
                       Contributions under the             age 50 at any time during
                       terms of the Plan.                  2015, additional salary
                   .   Qualified Non-Elective and          reduction "catch-up"
                       Qualified Matching                  contributions totalling up
                       Contributions: Contributions        to $6,000 can be made.
                       made by the Employer to meet    .   All salary reduction
                       the requirements of the non-        contributions (whether
                       discrimination tests set            pre-tax or designated Roth)
                       forth in the Code.                  may not exceed the total
                   .   Salary Reduction                    maximum for the year (for
                       Contributions (Elective             2015, $18,000 and age 50
                       Deferral Contributions):            catch-up of $6,000).
                       Contributions under a salary    .   Rollover or direct transfer
                       reduction agreement that an         contributions after age
                       employee enters into with           70 1/2 must be net of any
                       the Employer under the Plan.        required minimum
                   .   Only if plan permits,               distributions.
                       "designated Roth"               .   Aggregate direct rollover
                       contributions under Section         and direct transfer
                       402A of the Code.                   contributions must meet AXA
                   .   Rollover Contributions:             Equitable's anticipated
                       Contributions of eligible           minimum contribution
                       rollover distributions              requirements or meet minimum
                       directly or indirectly from         plan participation
                       another eligible retirement         requirements.
                       arrangement.                    .   Different sources of
                   .   Non-Roth After-Tax                  contributions and earnings
                       Contributions: Amounts              may be subject to withdrawal
                       reported by the Employer as         restrictions.
                       having non-Roth after-tax       .   We currently do not accept
                       consequences under the Code.        rollovers of non-Roth
                   .   Direct Transfer                     after-tax funds except as
                       Contributions: Amounts              direct rollovers from 403(b)
                       directly transferred (either        plans (we separately account
                       a plan-to-plan direct               for these rollover
                       transfer or contract                contributions).
                       exchange under the same
                       403(b) plan).
                   .   Additional "catch-up"
                       contributions.
----------------------------------------------------------------------------------------



7. THE FIRST PARAGRAPH UNDER "OWNER AND ANNUITANT REQUIREMENTS" IN "CONTRACT
   FEATURES AND BENEFITS" IN THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE
   FOLLOWING:

   For the following employer-funded programs, the employee must be the owner
   on the contract: SEP-IRA, SARSEP-IRA, SIMPLE-IRA, TSA, University TSA (other
   than EQUI-VEST(R) Vantage/SM/ contracts) and Annuitant HR-10.

8. THE FOLLOWING IS ADDED AS THE LAST SECTION IN "CONTRACT FEATURES AND
   BENEFITS" IN THE PROSPECTUS:

UNALLOCATED ACCOUNT

When we receive cash transferred from a prior funding vehicle, the transferred
amount will be credited as one lump sum to the plan's unallocated account. Any
amount held in the plan's unallocated account becomes part of our guaranteed
interest option and will be credited with interest at the rate applicable to
amounts held in the guaranteed interest option. The transferred amount will
remain in the plan's unallocated account until we have received all the
information we require, including properly completed forms, to effect a
transfer from the plan's unallocated account to a participant account. With
respect to each participant, we will allocate amounts to each participant's
account only after the employer provides instructions that are acceptable and
necessary in order to complete the allocation process. We reserve the right to
limit the period during which such instructions may be received to no more than
10 days from the initial transfer into the plan's unallocated account and to
return funds to the employer for which transfer information has not been timely
received in good order. In no event will we hold the transferred assets in the
unallocated account for more than 105 days from the contract date. Under no
circumstances will we be required to transfer to participant accounts an amount
in aggregate greater than the amount deposited by the employer plus such
interest as we credited to the unallocated account, unless otherwise expressly
agreed upon between the employer and us.

The employer is solely responsible for effectuating the asset transfers in
accordance with all applicable laws and regulations.

                                      5







9. THE FOLLOWING IS ADDED AT THE END OF THE FIRST PARAGRAPH UNDER "WITHDRAWING
   YOUR ACCOUNT VALUE" IN "ACCESSING YOUR MONEY" IN THE PROSPECTUS:

Except as set forth in the following sentence, you may only withdraw amounts
from your account value that are 100% vested subject to the employer's
approval, plan rules and applicable laws. You may, however, transfer any
non-vested account value attributable to you under the contract to another
annuity contract, employer designated funding vehicle or other funding vehicle
permitted by the employer and permitted under the tax law. Any withdrawal
request you make requires contract holder approval. In addition, in many
instances if you are under age 59 1/2, your ability to withdraw funds from an
EQUI-VEST(R) Vantage/SM/ contract may be limited by the plan and section 403(b)
of the Code. For example, amounts attributable to salary reduction
contributions may not be withdrawn unless due to your death, disability or
severance from employment with the employer who provided the funds. Also, you
may be able to withdraw salary reduction contributions only (that is, no
earnings) on account of hardship under federal income tax rules.

10.THE FOLLOWING IS ADDED AS A NEW SECTION FOLLOWING "WITHDRAWING YOUR ACCOUNT
   VALUE" IN "ACCESSING YOUR MONEY" IN THE PROSPECTUS:

FORFEITURES

A 403(b) plan may have a vesting schedule applicable to some or all employer
contributions. Forfeitures can arise when a participant who is not fully vested
under a plan separates from service. 403(b) plan participants should consult
the plan administrator to learn more about the vesting schedule. When a
forfeiture occurs, we will withdraw any unvested portion of a 403(b) plan
participant's cash value and deposit such amount in a forfeiture account in the
contract. The plan administrator must tell us the unvested balance. We allocate
amounts in the forfeiture account to the guaranteed interest option, unless
otherwise agreed to by the contract holder and us.

Forfeited account values may be reallocated to active plan participants in
accordance with the terms of the plan. Special rules apply to how the
withdrawal charge, if any, will apply when forfeitures have occurred. See
"Withdrawal Charge for EQUI-VEST(R) Vantage/SM/ contracts" under "Charges and
expenses" in this Supplement.

11.THE FOLLOWING IS ADDED AS THE LAST SENTENCE OF THE FIRST PARAGRAPH UNDER
   "LOANS UNDER TSA, GOVERNMENTAL EMPLOYER EDC AND CORPORATE TRUSTEED
   CONTRACTS" IN "ACCESSING YOUR MONEY" IN THE PROSPECTUS:

Any participant loan requests require contract holder approval.

12.THE FOLLOWING IS ADDED AFTER THE SECTION ENTITLED "TERMINATION" IN
   "ACCESSING YOUR MONEY" IN THE PROSPECTUS:

EQUI-VEST(R) VANTAGE/SM/ TERMINATION OF PARTICIPATION

We may terminate your participation under the EQUI-VEST(R) Vantage/SM/ contract
and pay out your account value if:

(1)your account value is less than $500 and we have not received contributions
   on your behalf for a period of three years;

(2)you request a partial withdrawal that reduces your account value to an
   amount of less than $500;

(3)we have not received any contributions on your behalf within 120 days from
   your participation date; or

(4)the plan is no longer qualified under Section 403(b) of the Code and the
   EQUI-VEST(R) Vantage/SM/ contract is terminated by us.

We will deduct the amount of any outstanding loan balance and any applicable
withdrawal charge from the account value when we terminate a participant's
participation under the contract.

The contract holder may discontinue an EQUI-VEST(R) Vantage/SM/ contract.
Discontinuance of a contract means that the contract holder will not permit any
further salary deferral or employer contributions to be made under the
contract. If an EQUI-VEST(R) Vantage/SM/ contract is discontinued the contract
holder may withdraw any cash value in the forfeiture account, as well as any
portion of the account value attributable to a participant that is not vested
and: (i) transfer, exchange or directly roll over such amounts to another
employer-designated funding vehicle; or (ii) transfer, distribute or directly
roll over such amounts in any other manner permitted under section 403(b) of
the Code and the terms of the plan. If an EQUI-VEST(R) Vantage/SM/ contract is
discontinued, if and as permitted under the plan, the participant may withdraw
any portion of the account value attributable to the participant under the
contract that is vested and: (i) transfer, exchange or directly roll over such
amounts to the employer-designated funding vehicle or permit the contract
holder to do so; (ii) directly roll over such amounts to another eligible
retirement plan (iii) retain such amounts, if permitted under federal tax law;
or (iv) maintain such account value with us. If the account value remains with
us, such amounts will continue to be subject to withdrawal charges based upon
the contract holder's original withdrawal charge schedule.

An EQUI-VEST(R) Vantage/SM/ contract may be terminated only after all
participation under the contract is terminated.

                                      6







13.THE FOLLOWING IS ADDED AFTER THE INFORMATION UNDER "FOR ALL SERIES ISSUED IN
   NEW YORK -- FIXED MATURITY OPTIONS/(1)/" IN "CHARGES AND EXPENSES" IN THE
   PROSPECTUS:

CHARGES UNDER EQUI-VEST(R) VANTAGE/SM/ CONTRACTS

For both new and established groups or sponsored arrangements that have
formally requested a contract proposal from us, our prices may be negotiable.
Price variations may impact the financial professional's compensation. An
employer or plan administrator should ask about possible fee reductions or
contract adjustments based on its situation. It would be in your best interest
for your employer to formally request a contract proposal from us. Any
variation in charges, pricing or benefits will reflect differences in our costs
of selling the contracts and/or the contract services we or your financial
professional provide and will not be unfairly discriminatory. For more
information, please see "Variations in charges" in "Charges and expenses" in
the prospectus.

CHARGE AGAINST THE SEPARATE ACCOUNT

We deduct this charge against the assets in the separate account to compensate
us for mortality and expense risks, as well as administrative and financial
accounting expenses under the contract. The charge is deducted daily at an
annual rate that can vary by group between 0.50% to 0.90% of daily net assets
attributable to all certificates under the group contract. Differences in this
charge are due to variations in group characteristics which may include:

..   the factors on which the mortality and expense risks charge and
    administration charges are based,

..   the extent to which certain administrative functions in connection with the
    TSA contracts are to be performed by us or by the contract holder,

..   the total amount of Plan assets

The mortality risk we assume is the risk that participants as a group will live
for a longer time than our actuarial tables predict. If that happens, we would
be paying more in annuity benefits than we planned. We assume a mortality risk
to the extent that at the time of death, the guaranteed 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. To the
extent that the mortality and expense risk charges are not needed to cover the
actual expenses incurred, they may be considered an indirect reimbursement for
certain sales and promotional expenses relating to the contracts. A
participant's certificate will set forth the applicable separate account charge.

We will determine the separate account charge pursuant to our established
actuarial procedures, and will not discriminate unreasonably or unfairly
against participants under any EQUI-VEST(R) Vantage/SM/ contracts.

CHARGE FOR THIRD-PARTY TRANSFER OR ROLLOVER

We may deduct a charge for making a direct transfer or rollover of amounts from
your certificate to a third party. A third party transfer is where you ask us
to directly transfer or directly roll over funds from your certificate to an
employer designated funding vehicle or any other permissible funding vehicle
offered by another provider. The charge is currently $25 ($65 maximum) per
occurrence per participant. This charge will never exceed 2% of the amount
disbursed or transferred. This charge will also be imposed on each third-party
transfer out of the contract's forfeiture account into another permissible
funding vehicle. This charge does not apply to reallocations from the
forfeiture account to participant annuity accounts under the contract.
Transfers are subject to any required employer approval. We will deduct this
charge and any withdrawal charge that applies from your account value.

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.

CHARGE FOR OPTIONAL ENHANCED DEATH BENEFIT

If you elect the optional enhanced death benefit, we deduct a charge annually
from your account value on each anniversary of your participation date. The
charge is equal to 0.15% of your account value on the participation date
anniversary.

The charge is deducted pro rata from the variable investment options and the
guaranteed interest option. If those amounts are insufficient, we will make up
the required amounts from the fixed maturity options to the extent you have
value in those options. Charges deducted from the fixed maturity options are
considered withdrawals and, as such, will result in a market value adjustment.

WITHDRAWAL CHARGE FOR EQUI-VEST(R) VANTAGE/SM/ CONTRACTS

A withdrawal charge will apply during either the first 5 contract years or the
first 5 participation years, as set forth in the contract and participation
certificate. Differences in the period for which and circumstances under which
this charge applies are due to variations in group characteristics including
the total amount of Plan assets. We will determine the period of and
circumstances under which the withdrawal charge applies pursuant to our
established procedures, and will not discriminate unreasonably or unfairly
against participants under any EQUI-VEST(R) Vantage/SM/ contracts.

                                      7







If you participate in a contract where the withdrawal is on a contract year
basis, rather than a participant year basis, a withdrawal charge will apply to
amounts withdrawn from the contract during the first 5 contract years only if:
(i) you transfer or directly roll over your account value to another annuity
contract, employer designated funding vehicle or other funding vehicle
permitted under the tax law; or (ii) the contract holder withdraws amounts from
the contract and transfers or directly rolls over amounts to another 403(b)
employer-designated funding vehicle or transfers or distributes amounts in any
other manner permitted under section 403(b) of the Code during the withdrawal
charge period.

If you participate in a contract where the withdrawal is on a participant year
basis, rather than a contract year basis, a withdrawal charge will apply except
when:

(1)You withdraw no more than 10% of the vested account value each participation
   year under the contract.

(2)You have reached age 55 and retired or have severed from employment with the
   employer.

(3)The withdrawal is made to satisfy minimum distribution requirements.

(4)You elect a withdrawal that qualifies as a hardship withdrawal under the
   Code.

(5)You die and a death benefit is payable to the beneficiary.

(6)The withdrawal is made to provide an annuity from AXA Equitable requested by
   the employer.

(7)You qualify to receive Social Security disability benefits as certified by
   the Social Security Administration or you are totally disabled. Total
   disability is your incapacity, resulting from injury or disease, to engage
   in any occupation for remuneration or profit. Such total disability must be
   certified as having been continuous for a period of at least six months
   prior to notice of claim and you must continue to be deemed totally disabled.

   Written notice of claim must be given to us during the your lifetime and
   during the period of total disability prior to each withdrawal. Along with
   the Notice of Claim, you must submit acceptable proof of disability. Such
   proof of disability must be either (a) evidence of Social Security
   disability determination or (b) a statement from an independent U.S.
   licensed physician stating that you meet the definition of total disability
   as stated above. Such certification must be resubmitted every 12 months.
   Failure to furnish proof of disability within the required time will not
   reduce any claim if it was not reasonably possible to give proof within such
   time. Provided such proof is furnished as soon as reasonably possible and in
   no event, except in the absence of legal capacity, later than one year from
   the time proof is otherwise required.

(8)We receive proof satisfactory to us that your life expectancy is six months
   or less (such proof must include, but is not limited to, certification by a
   licensed physician).

(9)You are 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, U.S. Virgin Islands, or Guam) 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.

The withdrawal charge will apply if the condition as described in items 7
through 9 above existed at the time participation under the contract began or
if the condition began within the 12 month period following such participation.

In instances where a withdrawal charge applies, other than where your
participation under the contract is terminated, in order to give you the exact
dollar amount of the withdrawal requested, we deduct the amount of the
withdrawal and the amount of the withdrawal charges from your account value.
Any amount deducted to pay withdrawal charges is also subject to a withdrawal
charge. We deduct the amount of the withdrawal and the withdrawal charge pro
rata from the variable investment options and from the guaranteed investment
option. If these amounts are insufficient we will make up the required amounts
from the fixed maturity options. If we make up the required amounts from the
fixed maturity options, a market value adjustment will apply. In the case where
you terminate participation under the contract, we will pay your account value
after the withdrawal charge has been imposed (cash value).

The withdrawal charge is equal to 6% of the amount withdrawn (or the defaulted
loan amount, if applicable) from your account value during the first four
contract or participation years, as applicable and 5% of the amount withdrawn
(or the defaulted loan amount) from your account value during the fifth
contract or participation year, as applicable. The total of all withdrawal
charges will never exceed 8% of all contributions made under your certificate
during the first five contract or participation years, as applicable, that are
permitted to be withdrawn.

                                      8







FORFEITED ACCOUNT VALUE. If a portion of your account value is forfeited under
the terms of the plan, a withdrawal charge will be assessed only against the
vested contribution amounts. If the contract holder withdraws the forfeited
amount from the contract, a withdrawal charge, if applicable, will be imposed
at that time.

14.THE FOLLOWING IS ADDED AS A NEW SECTION AFTER "DEATH BENEFIT" IN "PAYMENT OF
   DEATH BENEFIT" IN THE PROSPECTUS:

EQUI-VEST(R) VANTAGE/SM/ DEATH BENEFIT

The Equi-Vest(R) Vantage/SM/ contract provides a Death Benefit. If you do not
elect the enhanced death benefit described below, the death benefit is equal to
your account value (without any negative market value adjustment that would
otherwise apply) 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, less any outstanding loan or the standard death
benefit, whichever provides the highest amount. The standard death benefit is
equal to your total contributions, adjusted for withdrawals and any withdrawal
charges, any taxes that apply and less any outstanding loan balances (including
any accrued, but unpaid, interest).

EQUI-VEST(R) VANTAGE/SM/ ENHANCED DEATH BENEFIT

For an additional annual fee you may elect the enhanced death benefit.

If you elect the enhanced death benefit, the standard death benefit described
above will not apply. You may elect the enhanced death benefit only at the time
you apply to participate under the EQUI-VEST(R) Vantage/SM/ contract.
Additionally, to elect this benefit, you must be younger than age 76 when
participation under the contract begins. Once you elect this benefit, you may
not cancel it as long as you continue participation in the contract.

The death benefit is equal to your account value (without any negative market
value adjustment that would otherwise apply) as of the date we receive
satisfactory proof of your death, any required instructions for the method of
payment, information and forms necessary to effect payment (less any
outstanding loan) or the enhanced death benefit as of the date of your death.

On the participation date, your enhanced death benefit equals your initial
contribution. Then, on each third participation date anniversary until you are
age 85, we will determine your enhanced death benefit by comparing your current
enhanced death benefit to your account value on that third participation date
anniversary. If your account value is higher than your enhanced death benefit,
we will increase your enhanced death benefit to equal your account value. On
the other hand, if your account value on any third contract date anniversary is
less than your enhanced death benefit, we will not adjust your enhanced death
benefit either up or down.

If you make additional contributions, we will increase your current enhanced
death benefit by the dollar amount of the contribution on the date the
contribution is allocated to your investment options. If you take a withdrawal
from your account value, we will adjust your death benefit on the date you take
the withdrawal.

HOW WITHDRAWALS AFFECT THE STANDARD DEATH BENEFIT AND THE ENHANCED DEATH BENEFIT

Each withdrawal you make will reduce the amount of your current standard death
benefit or enhanced death benefit 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 standard death benefit or
enhanced death benefit by that 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 enhanced death benefit was $40,000 before the
withdrawal, it would be reduced by $16,000 ($40,000 x .40) and your new
enhanced death benefit after the withdrawal would be $24,000 ($40,000-$16,000).

15.THE FIRST BULLET UNDER "TAX-SHELTERED ANNUITY ARRANGEMENTS (TSAS) --
   CONTRIBUTIONS TO TSAS" IN "TAX INFORMATION" IN THE PROSPECTUS IS REPLACED IN
   ITS ENTIRETY BY THE FOLLOWING:

  .   Annual contributions made through the employer's payroll, which may
      include your salary reduction contributions and employer contributions.
      Some employer contributions may be subject to forfeiture under an
      employer's plan.

16.THE FOLLOWING SENTENCE IS ADDED AT THE END OF THE FINAL PARAGRAPH UNDER
   "TAX-SHELTERED ANNUITY ARRANGEMENTS (TSAS) -- ROLLOVER CONTRIBUTIONS" IN
   "TAX INFORMATION" IN THE PROSPECTUS:

We separately account for rollover contributions to EQUI-VEST(R) Vantage/SM/
contracts.

17.THE FOLLOWING SENTENCE IS ADDED AT THE END OF THE FIRST PARAGRAPH UNDER
   "DISTRIBUTIONS FROM QUALIFIED PLANS AND TSAS -- WITHDRAWAL RESTRICTIONS" IN
   "TAX INFORMATION" IN THE PROSPECTUS:

The plan may also impose withdrawal restrictions on employer contributions and
related earnings.

18.THE FOLLOWING SENTENCE IS ADDED AT THE END OF THE FINAL PARAGRAPH UNDER
   "DISTRIBUTIONS FROM QUALIFIED PLANS AND TSAS -- WITHDRAWAL RESTRICTIONS" IN
   "TAX INFORMATION" IN THE PROSPECTUS:

We separately account for rollover contributions to EQUI-VEST(R) Vantage/SM/
contracts.

                                      9





Appendix I: Condensed financial information

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

The following tables show the accumulation unit values and the number of
outstanding units for each variable investment option under the contract at the
last business day of the periods shown. The unit values and number of units
outstanding are for contracts offered under Separate Account A with the same
daily asset charge of 0.90%, 0.70% and 0.50%. The information presented is
shown for the past ten years, or from the first year the particular contracts
were offered if less than ten years ago.

EQUI-VEST(R) VANTAGE/SM/ CONTRACTS


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.85 $109.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       3
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.60 $119.19 $113.99 $126.51 $143.08 $145.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       2       4       7      10      12
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.33 $105.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.50 $100.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       6
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.26 $ 96.65 $111.55 $145.56 $156.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.35 $ 98.58 $112.17 $145.55 $162.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.10 $ 93.16 $106.58 $145.12 $149.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.64 $151.47 $159.36 $ 96.03 $121.13 $135.74 $124.42 $140.78 $176.39 $183.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       5       9      19      70     120     155     191     255     283
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.55 $116.64 $120.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       4
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.09 $115.00 $120.57 $106.32 $115.72 $123.01 $124.22 $128.74 $133.12 $135.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3      12      24      31      37      46      56
------------------------------------------------------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.93 $112.73 $115.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.61 $105.11 $106.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.91 $122.77 $128.34 $102.48 $116.20 $125.60 $123.59 $131.51 $143.67 $146.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       7      10      28      50      65      79      96     103
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $258.05 $350.50 $493.27 $208.48 $310.04 $342.45 $297.57 $344.97 $411.47 $414.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       1       2       2       3       4       3       2       6       6
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.94 $139.38 $159.14 $ 86.97 $116.64 $126.25 $103.93 $119.79 $139.51 $129.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       5       5       6      10      23      28      30      33      46
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.38 $ 86.84 $100.34 $120.42 $111.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.80 $160.43 $175.18 $ 98.96 $127.74 $134.27 $111.55 $129.86 $153.56 $141.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        10      14      20      21      36      49      44      46      52      51
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 95.21 $106.56 $109.70 $ 68.05 $ 85.32 $ 96.54 $ 91.62 $104.40 $136.11 $150.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       3       5       5       5       5       6
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.96 $ 93.95 $107.65 $ 65.89 $ 88.06 $ 99.88 $ 95.36 $107.48 $144.21 $158.75
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       3       3       3       5       5       4       6      24
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.34 $147.18 $139.21 $ 78.18 $ 93.31 $104.20 $ 98.03 $112.55 $147.76 $164.33
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      18      16      15      14      17      16      15      31      30
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $160.54 $178.95 $174.50 $104.51 $140.70 $170.75 $153.26 $180.17 $237.61 $261.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       4       4       4       6       8       7       6      12      12
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.82 $143.03 $150.62 $112.73 $130.72 $142.39 $137.73 $148.50 $166.46 $169.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       9      13      15      19      33      41      42      78      75
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.17 $120.66 $125.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       7
------------------------------------------------------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.46 $143.50 $151.29 $102.29 $123.62 $136.66 $128.72 $142.26 $168.88 $173.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      16      35      59     160     246     297     342     393     417
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.43 $105.62 $ 71.38 $ 92.33 $101.84 $101.01 $111.34 $126.42 $133.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7       6       8      12      12      11      14      16
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $103.24 $ 98.12 $ 64.76 $ 82.29 $101.33 $ 90.80 $105.13 $142.40 $144.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       3       3       2       3       3
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.43 $ 59.69 $ 75.98 $ 83.12 $ 78.72 $ 89.49 $109.34 $114.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       3       6       8       9      10      12      13
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.43 $117.07 $140.16 $ 93.21 $119.84 $128.52 $131.03 $146.18 $184.38 $197.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       5       7       8       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.25 $108.03 $ 66.27 $ 82.17 $ 91.15 $ 86.31 $ 97.68 $125.14 $136.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       6       6       6       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.73 $108.98 $ 63.91 $ 82.36 $ 88.15 $ 80.10 $ 94.73 $119.17 $119.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       3       7       8       8      11      12
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.16 $108.02 $110.41 $ 83.70 $ 90.94 $ 96.10 $100.07 $104.45 $102.61 $104.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       5       5       5       5       5       4       5       4
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.18 $133.44 $137.10 $ 78.65 $104.86 $132.65 $110.84 $122.33 $179.16 $172.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       3       2       3       4       5       5       5       5
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $186.98 $215.15 $192.22 $118.36 $148.28 $182.96 $164.97 $190.90 $270.01 $253.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      10      13      12      12      13      12      11      13      12
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.50 $119.15 $123.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       2
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.81 $139.15 $160.90 $ 88.24 $118.65 $156.68 $154.27 $176.70 $241.96 $248.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       4       4       4       4       4       4       5       4
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.27 $189.64 $190.15 $119.54 $154.34 $171.74 $164.91 $185.71 $253.48 $275.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       4       4       4       4       6       6      10      11
------------------------------------------------------------------------------------------------------------------------



                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.64 $129.46 $133.03 $ 89.25 $ 98.66 $113.13 $111.67 $130.28 $170.11 $183.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3       8      13      15      17      24      24
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 89.61 $ 93.45 $103.84 $ 56.37 $ 73.12 $ 81.53 $ 81.02 $ 93.73 $124.77 $140.48
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       3       4       4       5       5       5       7       7
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.50 $136.03 $137.03 $ 81.94 $106.74 $122.49 $126.25 $146.89 $191.81 $210.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        14      14      25      22      24      23      16      14      14      14
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $111.98 $122.83 $125.96 $ 70.15 $ 89.22 $102.45 $102.06 $116.92 $153.49 $170.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       6       7       8       8      13      13      11      50      47
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.13 $118.73 $121.31 $109.47 $111.40 $116.78 $121.28 $123.99 $120.91 $122.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       4       6       7      13      16      17      22      26      31
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.70 $ 90.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.63 $122.77 $127.68 $ 79.31 $ 98.92 $112.13 $112.80 $128.81 $167.88 $187.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        11      12      11      11      12      14      14      15      29      32
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.35 $117.15 $120.07 $102.54 $118.51 $128.75 $129.31 $134.87 $148.34 $149.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       3       4       5       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.17 $137.99 $149.46 $102.70 $143.97 $189.25 $180.99 $211.38 $291.41 $297.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       5       8      18      37      54      67      92     103
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.60 $100.03 $108.35 $114.34 $115.54 $121.72 $125.93 $129.44 $125.05 $125.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       5       7      12      19      23      24      25
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.58 $102.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.34 $133.20 $141.06 $144.81 $140.25 $144.85 $151.15 $151.25 $147.43 $148.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       2       2       2       2       2       2       2       1
------------------------------------------------------------------------------------------------------------------------



                                      I-4

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.39 $148.60 $164.52 $ 80.34 $101.19 $105.51 $ 91.81 $105.78 $127.34 $117.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      12      11      10      10      12      12      11      19      19
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.60 $120.15 $116.08 $ 72.53 $ 92.30 $105.39 $102.37 $120.13 $160.76 $173.52
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       4       4       5       8      24
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.75 $130.93 $128.17 $ 76.49 $100.30 $111.64 $104.85 $120.58 $162.26 $183.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 72.38 $ 71.34 $ 80.58 $ 50.89 $ 68.69 $ 78.93 $ 80.07 $ 91.03 $119.52 $132.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       6       9       9      11      14      18      23      27      34
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.52 $112.77 $105.13 $ 45.11 $ 53.26 $ 60.50 $ 59.76 $ 69.05 $ 90.04 $100.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1      10       6      19      20      32      38
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.34 $143.61 $165.37 $ 97.87 $133.11 $151.63 $134.16 $159.14 $179.23 $168.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       2       3       5      16      25      34      40      39
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.75 $132.35 $141.69 $ 71.21 $ 96.16 $119.83 $115.90 $134.47 $176.67 $190.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      19      24      25      43      54      55      57      73      85
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.83 $119.94 $124.45 $125.93 $124.79 $123.68 $122.57 $121.47 $120.37 $119.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1       1       1       1       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.11 $134.38 $163.01 $ 85.09 $132.45 $173.65 $158.84 $171.19 $235.04 $231.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3       4      11      27      45      60      67      69
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.10 $116.38 $ 68.34 $ 93.87 $107.16 $ 97.04 $115.76 $144.92 $146.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       6       8       9      15      17
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.99 $ 97.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       5
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.64 $ 99.13 $109.51 $104.14 $111.46 $111.38 $110.17 $110.81 $109.90 $108.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       4       7      15      20      28      27      28      32      33
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $134.77 $138.66 $143.64 $133.03 $139.83 $147.22 $147.68 $150.23 $145.48 $148.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       5       4       4       4       4       4       4       3
------------------------------------------------------------------------------------------------------------------------



                                      I-5

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.68 $166.44 $161.92 $105.69 $132.11 $164.72 $156.72 $179.44 $244.43 $253.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       6       7       8      19      26      25      26      31      33
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.73 $109.14 $115.97 $ 66.42 $ 93.88 $108.29 $105.23 $124.02 $169.52 $182.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       4       4      10      27      45      62      71      72
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.12 $133.62 $133.96 $ 79.61 $104.49 $117.08 $112.75 $126.12 $169.40 $192.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       2       3       4
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 86.57 $ 90.83 $100.21 $ 71.89 $ 99.96 $116.19 $108.38 $129.35 $178.27 $183.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       2       2       3      11      17      20      29      33
------------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.10 $102.22 $117.64 $152.67 $168.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       4       8      13      19
------------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $107.80 $ 99.78 $116.87 $153.52 $172.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.84 $102.45 $129.80 $131.77 $149.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 95.26 $110.41 $116.82 $117.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       3       4       6
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $109.72 $101.13 $115.51 $135.90 $134.79
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       3       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.48 $ 96.81 $106.12 $135.10 $139.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2       2
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $108.80 $106.77 $120.25 $163.36 $165.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.76 $102.50 $102.98 $130.38 $115.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.38 $110.97 $130.46 $142.86 $144.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       4      18      35      52
------------------------------------------------------------------------------------------------------------------------



                                      I-6

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 89.94 $101.21 $130.33 $139.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       6      14      20
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $112.82 $ 99.95 $104.16 $147.99 $148.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.56 $ 92.25 $111.57 $109.19 $103.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2      12      23      37      50
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.19 $103.36 $118.75 $150.20 $150.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       6       9
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.07 $118.44 $136.95 $176.50 $194.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $102.09 $ 98.72 $116.26 $151.78 $166.52
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.21 $119.39 $135.19 $180.48 $197.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       3       4       6
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.95 $117.11 $131.39 $156.53 $174.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       3       7      13      23
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 77.61 $ 80.84 $ 89.23 $ 47.15 $ 64.14 $ 74.76 $ 69.43 $ 78.58 $106.80 $117.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       2       5       5       3      16      16
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.42 $117.67 $123.90 $125.82 $135.05 $142.14 $149.04 $155.78 $150.75 $154.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       6      10      13      16      16      17
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.93 $111.81 $123.99 $ 69.33 $ 97.40 $122.48 $111.81 $127.92 $177.69 $184.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       3       4       4       4       6       6       7      10      10
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.26 $142.42 $141.27 $ 89.64 $128.24 $158.75 $136.35 $155.14 $208.47 $217.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       5       7       8       9      11      11
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.96 $108.42 $127.01 $ 66.61 $104.59 $122.00 $115.08 $129.35 $173.81 $195.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       6       6       5       7      10      10      12      12      13
------------------------------------------------------------------------------------------------------------------------



                                      I-7

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.90%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





-------------------------------------------------------------------------------------------------------------------
                                                             FOR THE YEARS ENDING DECEMBER 31,
                                         --------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010    2011    2012    2013    2014
                                                                              
-------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $108.47 $115.27 $79.42 $94.68 $103.90 $100.06 $109.93 $124.27 $126.80
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       1      3      6      14      14      16      18      15
-------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $109.42 $116.42 $74.97 $91.54 $101.54 $ 96.70 $108.15 $127.64 $131.59
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --      1      5      15      19      22      29      31
-------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.31 $117.39 $72.08 $89.69 $100.20 $ 94.68 $107.07 $129.72 $134.33
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       1      2      4      11      13      15      19      22
-------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $111.10 $118.69 $69.01 $87.37 $ 98.09 $ 91.83 $105.04 $130.35 $135.35
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --      1      4       7       9      11      13      16
-------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --      -- $ 83.18 $ 84.99 $ 92.90 $ 74.25
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --      --       2       6      10      13
-------------------------------------------------------------------------------------------------------------------



                                      I-8

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.99 $109.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.67 $119.50 $114.52 $127.35 $144.32 $146.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.46 $106.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.62 $100.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.41 $ 96.98 $112.15 $146.65 $158.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.49 $ 98.92 $112.78 $146.64 $163.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.25 $ 93.48 $107.16 $146.20 $151.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.23 $152.46 $160.73 $ 97.05 $122.66 $137.73 $126.51 $143.43 $180.07 $187.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       2       3       5       6       8       7       9
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.68 $117.03 $121.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.58 $115.75 $121.61 $107.45 $117.19 $124.82 $126.30 $131.16 $135.89 $138.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       2       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.06 $113.10 $116.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.74 $105.46 $107.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.43 $123.58 $129.44 $103.57 $117.67 $127.45 $125.66 $133.98 $146.67 $150.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       2       3       3       4       4
------------------------------------------------------------------------------------------------------------------------



                                      I-9

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $220.86 $300.59 $423.88 $179.52 $267.50 $296.06 $257.78 $299.45 $357.89 $361.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       6       7       6       7       6       6       6       6
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.46 $141.46 $161.85 $ 88.62 $119.10 $129.17 $106.55 $123.06 $143.61 $133.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1      --      --      --       2       3       3       4       3       5
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.53 $ 87.14 $100.88 $121.32 $112.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.47 $162.83 $178.16 $100.84 $130.43 $137.38 $114.36 $133.40 $158.07 $145.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       6      10      15      22      28      31       4       5       5
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 96.43 $108.15 $111.57 $ 69.35 $ 87.12 $ 98.78 $ 93.93 $107.25 $140.10 $155.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.73 $106.74 $122.55 $ 75.16 $100.65 $114.39 $109.43 $123.60 $166.16 $183.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       3       2       3       3       3       4       4      13
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.92 $149.38 $141.58 $ 79.67 $ 95.28 $106.61 $100.50 $115.62 $152.09 $169.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       9      13      14      18      21      22      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $131.69 $147.09 $143.72 $ 86.25 $116.35 $141.49 $127.25 $149.90 $198.08 $218.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       5       6       6       6       6       6
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.07 $130.44 $137.65 $103.23 $119.94 $130.91 $126.88 $137.08 $153.97 $157.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       9      12      15      18      19      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.30 $121.06 $126.23
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.03 $144.44 $152.59 $103.37 $125.19 $138.67 $130.88 $144.93 $172.40 $177.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       2       6       8      11      13      17      17
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.50 $105.90 $ 71.71 $ 92.95 $102.73 $102.10 $112.76 $128.29 $135.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5       4       2       2       2       2       2       2
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.44 $ 98.38 $ 65.06 $ 82.84 $102.22 $ 91.78 $106.47 $144.51 $146.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------



                                     I-10

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.55 $ 59.88 $ 76.39 $ 83.73 $ 79.45 $ 90.51 $110.81 $116.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.70 $117.59 $141.07 $ 94.01 $121.11 $130.14 $132.95 $148.63 $187.84 $201.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.32 $108.32 $ 66.58 $ 82.72 $ 91.95 $ 87.24 $ 98.93 $127.00 $138.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2       1       1       1      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.79 $109.27 $ 64.21 $ 82.91 $ 88.92 $ 80.96 $ 95.94 $120.94 $121.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.48 $127.15 $130.22 $ 98.92 $107.70 $114.04 $118.98 $124.44 $122.49 $124.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.48 $134.04 $138.00 $ 79.32 $105.97 $134.32 $112.47 $124.38 $182.52 $176.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $189.39 $218.37 $195.49 $120.62 $151.41 $187.20 $169.13 $196.11 $277.93 $261.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.63 $119.54 $124.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $154.63 $167.38 $193.94 $106.58 $143.59 $190.00 $187.45 $215.14 $295.19 $303.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.45 $197.45 $198.37 $124.97 $161.67 $180.26 $173.44 $195.71 $267.66 $291.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       4       6       7       9       9       9
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.92 $130.03 $133.89 $ 90.01 $ 99.70 $114.56 $113.30 $132.46 $173.30 $187.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       2       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 90.77 $ 94.85 $105.61 $ 57.45 $ 74.66 $ 83.42 $ 83.06 $ 96.29 $128.44 $144.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       3       3       2       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.08 $138.06 $139.36 $ 83.50 $108.99 $125.33 $129.43 $150.90 $197.44 $216.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       2       2       2       2       2       2
------------------------------------------------------------------------------------------------------------------------



                                     I-11

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 96.76 $106.36 $109.29 $ 60.99 $ 77.72 $ 89.43 $ 89.27 $102.47 $134.79 $149.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       3       5       8       9      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.07 $119.94 $122.80 $111.04 $113.23 $118.93 $123.77 $126.78 $123.89 $125.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       3       4       6       7       8       3       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.82 $ 91.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.14 $105.31 $109.75 $ 68.30 $ 85.37 $ 96.96 $ 97.74 $111.83 $146.05 $163.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       7      12      14      19      24      30      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.50 $117.55 $120.71 $103.30 $119.63 $130.22 $131.06 $136.97 $150.95 $152.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1      --       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.46 $138.61 $150.43 $103.58 $145.49 $191.63 $183.65 $214.91 $296.87 $303.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2       2       4       5       6       7       8       8
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.65 $100.28 $108.84 $115.09 $116.53 $123.01 $127.52 $131.34 $127.15 $127.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       2       1       2       3       3       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.71 $102.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.55 $132.66 $140.76 $144.80 $140.52 $145.42 $152.05 $152.46 $148.91 $150.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.64 $145.53 $161.45 $ 79.00 $ 99.70 $104.17 $ 90.83 $104.86 $126.48 $116.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.74 $120.55 $116.70 $ 73.07 $ 93.17 $106.60 $103.75 $122.00 $163.59 $176.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.65 $134.65 $132.08 $ 78.99 $103.78 $115.75 $108.93 $125.53 $169.26 $192.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1      --       1      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 73.31 $ 72.40 $ 81.95 $ 51.86 $ 70.14 $ 80.76 $ 82.09 $ 93.51 $123.03 $137.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       2       2       2       3
------------------------------------------------------------------------------------------------------------------------



                                     I-12

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.57 $113.05 $105.61 $ 45.40 $ 53.72 $ 61.14 $ 60.51 $ 70.06 $ 91.55 $102.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       1       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.49 $144.09 $166.26 $ 98.60 $134.37 $153.37 $135.98 $161.62 $182.39 $172.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       2       3       3       4       3
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.04 $134.05 $143.79 $ 72.41 $ 97.99 $122.35 $118.58 $137.85 $181.48 $196.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       5       8      12      22      30      33       7       9       9
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.56 $116.79 $121.44 $123.13 $122.26 $121.41 $120.57 $119.72 $118.88 $118.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.27 $134.83 $163.89 $ 85.72 $133.70 $175.64 $160.99 $173.86 $239.18 $235.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2       2       4       3       4       4
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.10 $116.68 $ 68.66 $ 94.50 $108.09 $ 98.09 $117.24 $147.07 $148.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       3       3       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 91.11 $ 97.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.78 $105.91 $110.10 $104.91 $112.51 $112.66 $111.66 $112.53 $111.84 $110.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       3       5       5       6       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $147.47 $152.43 $144.56 $134.15 $141.29 $149.06 $149.82 $152.73 $148.19 $151.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $143.86 $168.15 $163.91 $107.21 $134.28 $167.76 $159.93 $183.49 $250.45 $260.75
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       7      10      16      23      24       4       4       4
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.01 $109.62 $116.72 $ 66.99 $ 94.88 $109.66 $106.77 $126.10 $172.70 $186.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5       7      11      16      18       4       4       6
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.41 $134.22 $134.84 $ 80.29 $105.59 $118.55 $114.40 $128.23 $172.57 $196.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2      --      --      --      --       2
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.69 $ 92.19 $101.91 $ 73.26 $102.07 $118.88 $111.11 $132.88 $183.51 $189.14
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       3       4       5       6       6       6
------------------------------------------------------------------------------------------------------------------------



                                     I-13

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





--------------------------------------------------------------------------------------------------------------
                                                          FOR THE YEARS ENDING DECEMBER 31,
                                           -------------------------------------------------------------------
                                           2005   2006  2007 2008 2009  2010    2011    2012    2013    2014
--------------------------------------------------------------------------------------------------------------
                                                                         
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $106.24 $102.56 $118.28 $153.81 $170.53
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $107.95 $100.12 $117.50 $154.67 $173.99
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $110.99 $102.80 $130.51 $132.75 $150.73
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --       -- $ 95.38 $110.78 $117.44 $118.47
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --       1
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $109.87 $101.48 $116.14 $136.91 $136.07
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $104.63 $ 97.14 $106.70 $136.11 $140.79
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $108.96 $107.13 $120.91 $164.58 $166.84
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $113.92 $102.85 $103.54 $131.35 $116.66
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $106.45 $111.26 $131.08 $143.83 $145.54
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       1       2       2
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --       -- $ 90.05 $101.55 $131.02 $140.34
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --       1       1
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $112.98 $100.29 $104.73 $149.09 $150.41
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $113.64 $ 92.49 $112.10 $109.93 $104.10
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --       3       5       4       6
--------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $106.34 $103.72 $119.40 $151.32 $151.97
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------



                                     I-14

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.70%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.15 $118.75 $137.59 $177.69 $196.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $102.23 $ 99.06 $116.89 $152.91 $168.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.29 $119.71 $135.82 $181.70 $199.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1      --       2       2       2
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.03 $117.43 $132.01 $157.58 $175.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       2      --       1       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 83.12 $ 86.97 $ 95.72 $ 50.69 $ 69.09 $ 80.69 $ 75.09 $ 85.16 $115.97 $127.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      15      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.34 $118.85 $125.41 $127.60 $137.24 $144.74 $152.07 $159.27 $154.43 $159.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.76 $112.94 $125.50 $ 70.31 $ 98.99 $124.72 $114.08 $130.78 $182.04 $189.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.28 $143.86 $142.98 $ 90.91 $130.33 $161.66 $139.12 $158.62 $213.57 $223.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1      --      --       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.78 $109.51 $128.56 $ 67.56 $106.29 $124.23 $117.42 $132.25 $178.07 $200.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8      10       8       5       2       3       3       7       1       1
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.53 $115.58 $ 79.79 $ 95.32 $104.80 $101.14 $111.34 $126.12 $128.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.49 $116.73 $ 75.33 $ 92.15 $102.43 $ 97.74 $109.53 $129.54 $133.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2       3       3       4       4       3
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.38 $117.70 $ 72.42 $ 90.29 $101.07 $ 95.70 $108.44 $131.65 $136.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       2       1       2       2
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.17 $119.00 $ 69.33 $ 87.96 $ 98.94 $ 92.82 $106.39 $132.29 $137.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 83.28 $ 85.27 $ 93.39 $ 74.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------



                                     I-15

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $108.13 $110.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       2
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.73 $119.82 $115.06 $128.21 $145.58 $148.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.60 $106.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.75 $101.22
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       6
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.56 $ 97.31 $112.76 $147.75 $159.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.64 $ 99.26 $113.40 $147.73 $165.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.39 $ 93.80 $107.75 $147.29 $152.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.82 $153.46 $162.11 $ 98.08 $124.22 $139.76 $128.63 $146.13 $183.82 $191.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       2       2       3       2       3
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.82 $117.41 $121.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $110.08 $116.51 $122.65 $108.60 $118.67 $126.66 $128.42 $133.63 $138.73 $141.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       4       4
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.19 $113.48 $117.21
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.87 $105.81 $108.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.94 $124.39 $130.56 $104.67 $119.17 $129.33 $127.77 $136.50 $149.73 $153.69
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       7      11
------------------------------------------------------------------------------------------------------------------------



                                     I-16

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $178.13 $242.92 $343.25 $145.67 $217.50 $241.20 $210.44 $244.94 $293.34 $296.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.18 $127.17 $145.80 $ 80.00 $107.72 $117.07 $ 96.76 $111.98 $130.94 $122.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.68 $ 87.43 $101.43 $122.23 $113.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.30 $132.94 $145.75 $ 82.67 $107.14 $113.07 $ 94.32 $110.24 $130.89 $120.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 91.93 $103.30 $106.78 $ 66.51 $ 83.72 $ 95.11 $ 90.63 $103.69 $135.72 $150.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 56.29 $ 60.37 $ 69.45 $ 42.68 $ 57.27 $ 65.22 $ 62.52 $ 70.75 $ 95.31 $105.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1      --      --       3
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $135.28 $163.40 $155.18 $ 87.50 $104.86 $117.56 $111.04 $128.01 $168.73 $188.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       2       2       2       2       3
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.04 $183.59 $179.75 $108.09 $146.11 $178.03 $160.44 $189.37 $250.75 $276.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       2       1       2
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.79 $120.52 $127.43 $ 95.76 $111.49 $121.93 $118.42 $128.20 $144.28 $147.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       2       3       5       7      13      43      95
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.44 $121.46 $126.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.61 $145.39 $153.90 $104.47 $126.77 $140.71 $133.07 $147.66 $176.00 $181.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       3       5       5       6       6       7       6
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.56 $106.18 $ 72.05 $ 93.57 $103.63 $103.19 $114.20 $130.20 $137.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       4       7       9
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.50 $ 98.64 $ 65.36 $ 83.39 $103.11 $ 92.77 $107.84 $146.66 $149.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       5       5
------------------------------------------------------------------------------------------------------------------------



                                     I-17

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.67 $ 60.08 $ 76.79 $ 84.35 $ 80.20 $ 91.54 $112.30 $117.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       4       9      10
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.97 $118.12 $141.99 $ 94.81 $122.39 $131.79 $134.90 $151.11 $191.36 $205.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.38 $108.61 $ 66.89 $ 83.28 $ 92.75 $ 88.18 $100.20 $128.88 $140.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.86 $109.56 $ 64.51 $ 83.47 $ 89.69 $ 81.83 $ 97.17 $122.73 $123.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.08 $134.63 $138.16 $105.16 $114.73 $121.72 $127.26 $133.36 $131.54 $134.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.78 $134.64 $138.89 $ 80.00 $107.09 $136.02 $114.12 $126.46 $185.94 $180.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $180.45 $208.48 $187.01 $115.62 $145.43 $180.17 $163.11 $189.51 $269.12 $254.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.76 $119.94 $125.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.73 $100.58 $116.77 $ 64.30 $ 86.81 $115.09 $113.78 $130.85 $179.90 $185.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       1       4       8
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.65 $157.18 $158.23 $ 99.88 $129.48 $144.66 $139.47 $157.69 $216.10 $235.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       3       7
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.20 $130.62 $134.77 $ 90.78 $100.76 $116.00 $114.96 $134.67 $176.55 $190.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       2       6      12
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 81.24 $ 85.06 $ 94.90 $ 51.72 $ 67.36 $ 75.42 $ 75.24 $ 87.40 $116.81 $132.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.49 $125.42 $126.86 $ 76.16 $ 99.62 $114.78 $118.78 $138.75 $181.92 $200.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-18

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.69 $102.09 $105.11 $ 58.78 $ 75.05 $ 86.63 $ 86.56 $ 99.55 $131.22 $146.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.03 $121.18 $124.31 $112.63 $115.08 $121.12 $126.30 $129.64 $126.94 $129.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2       4       5
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.95 $ 91.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 90.23 $103.33 $107.91 $ 67.29 $ 84.28 $ 95.91 $ 96.88 $111.07 $145.35 $163.39
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       4       5
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.64 $117.94 $121.36 $104.07 $120.76 $131.72 $132.83 $139.10 $153.61 $155.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.75 $139.30 $151.41 $104.46 $147.03 $194.05 $186.34 $218.50 $302.44 $310.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       2       3       4
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.69 $100.53 $109.34 $115.84 $117.53 $124.32 $129.14 $133.27 $129.27 $129.77
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       3
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.84 $103.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.85 $128.11 $136.21 $140.40 $136.52 $141.57 $148.33 $149.03 $145.85 $147.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.22 $140.38 $156.05 $ 76.51 $ 96.76 $101.30 $ 88.50 $102.38 $123.74 $114.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       2       2       2       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.88 $120.95 $117.33 $ 73.61 $ 94.05 $107.82 $105.15 $123.90 $166.47 $180.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       3
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.39 $134.61 $132.31 $ 79.29 $104.38 $116.66 $110.00 $127.02 $171.61 $195.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 66.85 $ 66.16 $ 75.03 $ 47.58 $ 64.48 $ 74.39 $ 75.76 $ 86.48 $114.01 $127.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1      --      --       1
------------------------------------------------------------------------------------------------------------------------



                                     I-19

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.62 $113.34 $106.08 $ 45.70 $ 54.18 $ 61.79 $ 61.28 $ 71.09 $ 93.08 $104.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.64 $144.57 $167.16 $ 99.33 $135.64 $155.13 $137.81 $164.13 $185.60 $175.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.23 $138.97 $149.37 $ 75.38 $102.20 $127.87 $124.17 $144.65 $190.81 $206.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.81 $112.08 $116.77 $118.64 $118.04 $117.46 $116.87 $116.29 $115.71 $115.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.44 $135.28 $164.77 $ 86.36 $134.96 $177.66 $163.17 $176.56 $243.39 $240.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       2       1       1      --
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.23 $116.99 $ 68.98 $ 95.14 $109.04 $ 99.14 $118.74 $149.26 $151.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 91.23 $ 97.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       2       8
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.91 $ 99.80 $110.69 $105.68 $113.57 $113.96 $113.17 $114.29 $113.81 $113.14
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.96 $134.25 $139.64 $129.84 $137.03 $144.85 $145.89 $149.02 $144.88 $148.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $145.04 $169.88 $165.93 $108.75 $136.48 $170.86 $163.21 $187.63 $256.62 $267.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.29 $110.11 $117.48 $ 67.56 $ 95.88 $111.04 $108.34 $128.20 $175.94 $190.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.70 $134.82 $135.71 $ 80.98 $106.71 $120.05 $116.08 $130.37 $175.81 $200.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 85.83 $ 90.42 $100.16 $ 72.15 $100.72 $117.54 $110.09 $131.92 $182.55 $188.54
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                     I-20

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





--------------------------------------------------------------------------------------------------------------
                                                          FOR THE YEARS ENDING DECEMBER 31,
                                           -------------------------------------------------------------------
                                           2005   2006  2007 2008 2009  2010    2011    2012    2013    2014
                                                                         
--------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $106.39 $102.91 $118.93 $154.96 $172.15
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --       1      --
--------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $108.10 $100.47 $118.14 $155.82 $175.64
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       1       2       2
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $111.15 $103.15 $131.22 $133.74 $152.16
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --       1       2       8      14
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --       -- $ 95.50 $111.14 $118.07 $119.34
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       1       2       3
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $110.03 $101.82 $116.77 $137.93 $137.37
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --       1       2
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $104.77 $ 97.47 $107.28 $137.13 $142.13
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $109.11 $107.50 $121.56 $165.81 $168.42
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $114.08 $103.21 $104.10 $132.33 $117.77
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       1       2       4
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $106.52 $111.56 $131.69 $144.79 $146.81
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       1       4       8
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --       -- $ 90.17 $101.88 $131.72 $141.38
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --       1       1
--------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $113.13 $100.63 $105.30 $150.20 $151.84
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --      --      --      --
--------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $113.71 $ 92.74 $112.62 $110.67 $105.01
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       1       6      14
--------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------------------------------------
   Unit value                               --     --    --   --   --  $106.49 $104.07 $120.05 $152.45 $153.41
--------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)      --     --    --   --   --       --      --       2       8      14
--------------------------------------------------------------------------------------------------------------



                                     I-21

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






EQUI-VEST(R) VANTAGE/SM/ CONTRACTS (CONTINUED)


THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.50%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.23 $119.07 $138.24 $178.89 $197.77
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $102.37 $ 99.40 $117.53 $154.05 $169.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.37 $120.03 $136.46 $182.92 $200.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       2
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.10 $117.74 $132.63 $158.64 $177.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 76.37 $ 79.87 $ 88.52 $ 46.97 $ 64.15 $ 75.07 $ 70.00 $ 79.55 $108.55 $119.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.28 $120.06 $126.94 $129.41 $139.47 $147.39 $155.17 $162.84 $158.21 $163.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       2
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.60 $114.09 $127.03 $ 71.31 $100.60 $127.00 $116.41 $133.71 $186.49 $194.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.30 $145.32 $144.72 $ 92.21 $132.45 $164.62 $141.96 $162.17 $218.80 $229.33
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.61 $110.62 $130.12 $ 68.52 $108.02 $126.51 $119.81 $135.22 $182.43 $206.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1      --       1
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.60 $115.88 $ 80.16 $ 95.96 $105.72 $102.23 $112.77 $127.99 $131.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.56 $117.04 $ 75.68 $ 92.77 $103.33 $ 98.80 $110.93 $131.46 $136.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.45 $118.01 $ 72.76 $ 90.90 $101.96 $ 96.73 $109.83 $133.60 $138.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.24 $119.32 $ 69.65 $ 88.55 $ 99.81 $ 93.82 $107.75 $134.25 $139.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 83.39 $ 85.55 $ 93.89 $ 75.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------



                                     I-22

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION





Appendix II: State contract availability and/or variations of certain features
and benefits

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

STATES WHERE CERTAIN EQUI-VEST(R) VANTAGE/SM/ FEATURES AND/OR BENEFITS ARE NOT
AVAILABLE OR VARY:



--------------------------------------------------------------------------------------
                                   CONTRACT TYPE/SERIES/
 STATE   FEATURES AND BENEFITS     EFFECTIVE DATE            AVAILABILITY OR VARIATION
--------------------------------------------------------------------------------------
                                                    
FLORIDA  See "Your right to        All contract types        If you reside in the
         cancel within a certain                             state of Florida, you
         number of days" in                                  may cancel your variable
         "Contract features and                              annuity contract and
         benefits"                                           return it to us within
                                                             21 days from the date
                                                             that you receive it. You
                                                             will receive an
                                                             unconditional refund
                                                             equal to the greater of
                                                             the cash surrender value
                                                             provided in the annuity
                                                             contract, plus any fees
                                                             or charges deducted from
                                                             the contributions or
                                                             imposed under the
                                                             contract, or a refund of
                                                             all contributions paid.

         See "Withdrawal charge"                             If you are age 65 or
         in "Charges and expenses"                           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.
--------------------------------------------------------------------------------------
TEXAS    See "Separate Account     EQUI-VEST(R) TSA          Total Separate Account A
         charge" for EQUI-VEST(R)  Vantage/SM/ certificates  annual expenses and the
         Vantage/SM/ in this       issued on or after        annual expenses of the
         EQUI-VEST(R) Vantage/SM/  August 1, 2002            Trusts when added
         Supplement.               For TSA Vantage           together are not
                                   certificates issued to    permitted to exceed
                                   employees of public       2.75% (except for the
                                   school districts and      Multimanager Aggressive
                                   open enrollment charter   Equity, AXA Moderate
                                   schools (grades K-12)     Allocation, EQ/Common
                                   who are participants in   Stock Index and EQ/Money
                                   the TSA plan, the         Market options which are
                                   providers of which are    not permitted to exceed
                                   subject to the 403(b)     1.75%) unless the
                                   Certification Rules of    Teacher Retirement
                                   the Teacher Retirement    System of Texas permits
                                   System of the State of    a higher rate.
                                   Texas, and who enroll
                                   and contribute to the
                                   TSA contracts through a
                                   salary reduction
                                   agreement

         See "Withdrawal Charge                              The withdrawal charge
         for EQUI-VEST(R)                                    equals up to 6.00% of
         Vantage/SM/" contracts                              the amount withdrawn
         in section 14 of this                               from your account value
         Supplement.                                         (or of the defaulted
                                                             loan amount, if
                                                             applicable) in the first
                                                             five contract or
                                                             participation years, as
                                                             applicable.


                                                                             

                                                            Participant/
                                                           contract year                      Charge
                                                           -------------                      ------
                                                                 1                            6.00%
                                                                 2                            5.75%
                                                                 3                            5.50%
                                                                 4                            5.25%
                                                                 5                            5.00%
                                                            6 and later                       0.00%
-------------------------------------------------------------------------------------------------------------------


                                                           
TEXAS        EQUI-VEST(R) Vantage/SM/                            Not available.
(CONTINUED)  enhanced death benefit

             See the SAI for
             condensed financial
             Information.
------------------------------------------------------------------------------------------------------------------------------


                                     II-1

APPENDIX II: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS












  EQUI-VEST(R) 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.


   Copyright 2015 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

                                     II-2

APPENDIX II: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN FEATURES
                                 AND BENEFITS






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   TSA ADVANTAGE/SM/

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

We offer the series 600 TSA Advantage/SM/ contract to fund all Section 403(b)
plans sponsored by Section 501(c)(3) tax-exempt organizations, except those
plans sponsored by primary or secondary schools. It is also available to
post-secondary public educational institutions described in
Section 403(b)(1)(A)(ii) of the Internal Revenue Code with more than 500
employees eligible to participate. For plans sponsored by a hospital or other
health care organization qualified or intended to qualify under
Section 501(c)(3) of the Internal Revenue Code, the TSA Advantage/SM/ contract
will be available only when the employer makes contributions to the 403(b) plan
(whether on a matching or non-elective contribution basis) or makes a
contribution to a plan qualified under 401(a) of the Internal Revenue Code,
matching employee elective deferrals in the 403(b) plan. Under the TSA
Advantage/SM/ contract, contributions including rollover contributions and
direct transfer contributions from existing Section 403(b) plans (programs or
arrangements), may be accepted only if the contributions are fully vested under
the existing TSA plan. The TSA Advantage/SM/ contract may not currently be
available in your state. Your financial professional can provide information
about state availability.

Currently, no new units will be permitted to enroll in the series 600 TSA
Advantage/SM/ product. New participants, however, can be enrolled into existing
TSA Advantage/SM/ units.

For Section 403(b) plans offered for hospital and health care facility
employees, non-salary reduction (employer contributions) must be made. TSA
Advantage/SM/ is available only to employees of employers that currently have,
or within the first contract year are expected to have, at least 50
participants. Employees in Section 403(b) plans that do not meet these
requirements are only eligible for TSA series 100 and 200 contracts. Subject to
a written agreement between AXA Equitable and an employer sponsoring a 403(b)
plan that uses an EQUI-VEST(R) TSA Advantage/SM/ contract as a funding vehicle
for plan assets, AXA Equitable may reimburse that employer for certain expenses
associated with that employer's plan, for example recordkeeping or other
administrative services. Any such reimbursement will not exceed ten dollars for
each EQUI-VEST(R) TSA Advantage/SM/ contract issued to a participant of that
employer's 403(b) plan.

See "Tax information" in the prospectus for a more detailed discussion of
sources of contributions, certain contribution limitations and other tax
information for TSA contracts.

We offer the EQUI-VEST(R) TSA Advantage/SM/ contract to purchasers on the same
basis and under the same terms and conditions described in the prospectus as
those that apply to the EQUI-VEST(R) series 100 and 200 TSA contracts, except
for certain material differences. The Class IB/B shares of either AXA Premier
VIP Trust or EQ Advisors Trust (the "Trusts") are available under TSA
Advantage/SM/ contracts. The contracts described in the EQUI-VEST(R)
Employer-Sponsored Retirement Plans prospectus include Class IA shares of
certain Trusts, which are not offered under TSA Advantage/SM/ contracts.

Material differences between TSA Advantage/SM/ and the provisions of the
EQUI-VEST(R) TSA series 100 and 200 contracts described in the prospectus
include the information above as well as the following:

Because you are purchasing an annuity contract as a Tax Sheltered Annuity
(TSA), you should be aware that such annuities do not provide tax deferral
benefits beyond those already provided by the Internal Revenue Code. Before
purchasing one of these annuities, 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 with any
other investment that you may use in connection with your retirement plan or
arrangement. (For more information, see "Tax information" in the prospectus.)

                                                                     Series 600

                                                                        #792937







THE FOLLOWING IS ADDED TO "EQUI-VEST(R) EMPLOYER-SPONSORED RETIREMENT PLANS AT
A GLANCE -- KEY FEATURES" IN "FEES AND CHARGES" IN THE PROSPECTUS:


                     
----------------------------------------------------------------
FEES AND CHARGES UNDER  .   Daily charge on amounts invested in
SERIES 600                  variable investment options for
                            mortality and expense risks and
                            other expenses at a current annual
                            rate of 1.20% (2% maximum).

                        .   Annual administrative charge: $30
                            ($65 maximum) currently or, if
                            less, 2% of the account value, less
                            any amount withdrawn during the
                            contract year.

                        .   Charge for third-party transfer
                            (such as in the case of a direct
                            rollover to a traditional IRA
                            contract) or exchange (if your
                            contract is exchanged for a
                            403(b)(1) contract issued by
                            another insurance company): none
                            currently ($65 maximum).

                        .   Charges for certain optional
                            special services.

                        .   No sales charge deducted at the
                            time you make contributions.

                        .   Withdrawal charge: We deduct a
                            charge equal to 6% of the amount
                            withdrawn or the defaulted loan
                            amount in the first six contract
                            years. The total of all withdrawal
                            charges assessed may not exceed 8%
                            of all contributions made in the
                            first six contract years. Under
                            certain circumstances, the
                            withdrawal charge will not apply.
                            They are discussed in "Charges and
                            expenses" later in this Supplement.

                        .   We deduct a charge designed to
                            approximate certain taxes that may
                            be imposed on us, such as premium
                            taxes in your state. The charge is
                            generally deducted from the amount
                            applied to an annuity payout option.

                        .   Annual expenses of the Trusts'
                            portfolios are calculated as a
                            percentage of the average daily net
                            assets invested in each portfolio.
                            Please see "Fee table" later in
                            this Supplement for details.
----------------------------------------------------------------



                                      2






Fee table

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

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the series 600 TSA Advantage/SM/ contract.
Each of the charges and expenses is more fully described in "Charges and
expenses" later in this Supplement.

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, make certain withdrawals, purchase a Variable
Immediate Annuity payout option or make certain transfers and exchanges.
Charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state, may also apply. Charges for certain features
shown in the fee table are mutually exclusive.

EQUI-VEST(R) SERIES 600 CONTRACTS


                                                     
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN TRANSACTIONS
----------------------------------------------------------------------------------------------------
Maximum withdrawal charge as a percentage of the
amount withdrawn (deducted if you surrender your
contract or make certain withdrawals)/(1)/              6.00%

Charge for third-party transfer or exchange/(2)/        $65 maximum per occurrence; currently, none

SPECIAL SERVICES CHARGES

..   Wire transfer charge/(3)/                           $90 (current and maximum)

..   Express mail charge/(3)/                            $35 (current and maximum)
----------------------------------------------------------------------------------------------------




The next table describes the fees and expenses that
you will pay periodically during the time that you own
the contract, not including underlying trust portfolio
fees and expenses.


                                                     
CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
------------------------------------------------------------------------------------------------------------

Annual administrative charge                            $65 maximum (currently $30) or, if less, 2% of your
                                                        account value, less any amount previously withdrawn
                                                        during the contract year
------------------------------------------------------------------------------------------------------------


                                                           
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN
 ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES:

                                                        Maximum  Current
                                                        -------  -------
Mortality and expense risk/(4)/                         1.75%    0.95%
Other expenses                                          0.25%    0.25%
                                                        -----    -----
TOTAL SEPARATE ACCOUNT A ANNUAL EXPENSES                2.00%    1.20%
-------------------------------------------------------------------------



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 2014 (expenses that are deducted from
portfolio assets including management fees, 12b-1 fees, service fees, and/or other   Lowest Highest
expenses)/(/*/)/                                                                     0.62%  2.98%
---------------------------------------------------------------------------------------------------



Notes:

(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.


                                      3









                                                                                                              
---------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(5)/  Lowest Highest
                                                                                                             0.62%  1.43%
---------------------------------------------------------------------------------------------------------------------------



   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)Important exceptions and limitations may eliminate or reduce this charge.
   For a complete description of withdrawal charges, please see "Withdrawal
   charge for series 600 contracts" in "Charges and expenses" later in this
   Supplement.
(2)This charge will never exceed 2% of the amount disbursed or transferred.
(3)Unless you specify otherwise, this charge will be deducted from the amount
   you request.
(4)A portion of this charge is for providing the death benefit.

(5)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the portfolios.


EXAMPLES: EQUI-VEST(R) SERIES 600 CONTRACTS

These examples are intended to help you compare the cost of investing in the
series 600 TSA Advantage/SM/ 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 underlying portfolio fees and expenses). For a
complete description of portfolio charges and expenses, please see the
prospectus for each Trust.


The examples below show the expenses that a hypothetical contract owner or
participant, as applicable, would pay in the situations illustrated. The
examples use an average annual administrative charge based on charges paid in
2014, which results in an estimated annual charge of 0.0632% of contract value.


The fixed maturity options and the guaranteed interest option are not covered
by the fee table and examples. However, the annual administrative charge, the
withdrawal charge, the third party transfer or exchange charge, and the charge
if you elect a Variable Immediate Annuity payout option do apply to the fixed
maturity options and the guaranteed interest option. 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.

These examples should not be considered a representation of past or future
expenses for any 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.

The examples assume that you invest $10,000 in the contract for the time
periods indicated. The examples also assume that your investment has a 5%
return each year. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:

The examples assume that you invest $10,000 in the certificate for the time
periods indicated and that your investment has a 5% return each year. The
examples also assume (i) maximum contract charges rather than the lower current
expenses discussed in "Charges and expenses" later in this Supplement (except
the annual administrative charge which is described above); (ii) the total
annual expenses of the portfolios (before expense limitations) set forth in the
previous tables; and (iii) there is no waiver of the withdrawal charge.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:


                     EQUI-VEST SERIES 600 (TSA ADVANTAGE)





---------------------------------------------------------------------------------------------------------------
                                                                           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                       $1,068   $2,118    $3,163    $5,223    $529    $1,583    $2,631    $5,223
---------------------------------------------------------------------------------------------------------------
(b)assuming minimum fees and
   expenses of any of the
   Portfolios                       $  833   $1,439    $2,072    $3,109    $282    $  863    $1,471    $3,109
---------------------------------------------------------------------------------------------------------------





CONDENSED FINANCIAL INFORMATION


Please see the Appendix at the end of this Supplement for unit values and
number of units outstanding as of the period shown for each of the variable
investment options, available as of December 31, 2014.


                                      4






Charges and expenses

THE FOLLOWING IS ADDED AFTER THE INFORMATION UNDER "FOR ALL SERIES CONTRACTS
ISSUED IN NEW YORK -- FIXED MATURITY OPTIONS/(1)/" IN "CHARGES AND EXPENSES" IN
THE PROSPECTUS:

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

CHARGES UNDER SERIES 600 CONTRACTS

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 death benefit.
The daily charge is equivalent to a current annual rate of 0.95% (1.75%
maximum) of the net assets in each variable investment option.

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 benefits than we planned. We also assume a risk that
the mortality assumptions reflected in our guaranteed annuity tables, shown in
each contract, will differ from actual mortality experience. We may change the
actuarial basis for our guaranteed annuity payment tables, but only for new
contributions and only at five year intervals from the contract date. Lastly,
we assume a mortality risk to the extent that at the time of death, the
guaranteed death benefit exceeds the cash value of the contract. In addition,
we waive any withdrawal charge upon payment of a death benefit.

The expense risk we assume is the risk that it will cost us more to issue and
administer the contracts than we expect.

To the extent that the mortality and expense risk charges are not needed to
cover the actual expenses incurred, they may be considered an indirect
reimbursement for certain sales and promotional expenses relating to the
contracts.

CHARGE FOR OTHER EXPENSES

We deduct this daily charge from the net assets in each variable investment
option. This charge, together with the annual administrative charge described
below, is for providing administrative and financial accounting services under
the contracts. The daily charge is equivalent to a maximum annual rate of 0.25%
of the net assets in each variable investment option.

MAXIMUM TOTAL CHARGES. The total annual rate for the above charges is currently
1.20%. We may increase or decrease this total annual rate, but we may not
increase it above a maximum rate of 2.00% . We will only make any increase
after we have sent you advance notice. Any increase or decrease will apply only
after the date of the change. Any changes we make will reflect differences in
costs and anticipated expenses, and will not be unfairly discriminatory.

ANNUAL ADMINISTRATIVE CHARGE

We deduct an administrative charge from your account value on the last day of
each contract year. We will deduct a pro rata portion of the charge if you
surrender your contract, elect an annuity payout option, or the annuitant dies
during the contract year. We deduct the charge if your account value on the
last day of the contract year is less than $25,000 for TSA Advantage/SM/
contracts. If your account value on such date is $25,000 or more for TSA
Advantage/SM/ contracts, we do not deduct the charge. The current charge is
equal to $30 or, if less, 2% of your current account value plus any amount
previously withdrawn during that contract year.

We may increase this charge if our administrative costs rise, but the charge
will never exceed $65 annually. We reserve the right to deduct this charge on a
quarterly, rather than annual basis.

Also, we may reduce or eliminate the administrative charge when a TSA
Advantage/SM/ contract is used by an employer and administrative services are
performed by us at a modified or minimum level. Any reduction or waiver we make
will not be unfairly discriminatory.

The charge is deducted pro rata from the variable investment options and the
guaranteed interest option. If these amounts are insufficient, we will make up
the required amounts from the fixed maturity options to the extent you have
value in those options, unless you tell us otherwise.

We currently waive the annual administrative charge that would otherwise be
deducted in the next contract year under any individually owned EQUI-VEST(R)
contract/certificate having an account value that, when combined with the
account value of other EQUI-VEST(R) contracts/certificates owned by the same
person, exceeds $100,000 in the aggregate (as determined in January of each
year). This does not apply to EQUI-VEST/SM/ contracts/certificates owned by
different members of the same household. We may change or discontinue this
practice at any time without prior notice.

CHARGE FOR THIRD-PARTY TRANSFER OR EXCHANGE

There currently is no third-party transfer charge for series 600 contracts
(such as in the case of direct rollover to a traditional IRA contract) or
exchange (if your contract is exchanged for a 403(b)(1) contract issued by
another insurance company). We reserve the right to impose this charge in the
future, but it may not exceed a maximum of $65 per occurrence, subject to any
law that applies. This charge will never exceed 2% of the amount disbursed or
transferred.

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.

                                      5







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 SERIES 600 CONTRACTS

A withdrawal charge may apply in three circumstances: (1) you make one or more
withdrawals during a contract year; or (2) you terminate your contract; or
(3) we terminate your contract. The amount of the charge will depend on whether
the free withdrawal amount applies, and the availability of one or more
exceptions.

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 charges
from your account value. Any amount deducted to pay withdrawal charges is also
subject to a withdrawal charge.

We deduct the withdrawal amount and the withdrawal charge pro rata from the
variable investment options and from the guaranteed interest option. If these
amounts are insufficient we will make up the required amounts from the fixed
maturity options with the earliest maturity date(s) first. If we deduct all or
a portion of the withdrawal charge from the fixed maturity options, a market
value adjustment will apply. The amount of the withdrawal charge we deduct is
equal to 6% of the amount withdrawn or the defaulted loan amount during the
first six contract years. In the case of a surrender, we will pay you the
greater of (i) the account value after any withdrawal charge has been imposed,
or (ii) the free withdrawal amount plus 94% of the remaining account value.

Also, the total of all withdrawal charges assessed will not exceed 8% of all
contributions made in the first six contract years.

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 time you request a
withdrawal, minus any other withdrawals made during the contract year.

EXCEPTIONS TO THE WITHDRAWAL CHARGE. A withdrawal charge will not apply upon
any of the events listed below:

..   The annuitant retires under the terms of the 403(b) plan, or separates from
    service;

..   The annuitant reaches age 59 1/2 and completes at least five contract years;

..   The annuitant dies and a death benefit is payable to the beneficiary;

..   We receive a properly completed election form providing for the account
    value to be used to buy a life annuity;

..   The annuitant reaches age 55 and completes at least five contract years and
    we receive a properly completed election form providing for the account
    value to be used to buy a period certain annuity. The period certain
    annuity must extend beyond the annuitant's age 59 1/2 and must not permit
    any prepayment of the unpaid principal before the annuitant reaches age
    59 1/2;

..   The annuitant completes at least three contract years and we receive a
    properly completed election form providing for the account value to be used
    to buy a period certain annuity of at least 10 years which does not permit
    any prepayment of the unpaid principal;

..   A request is made for a refund of an excess contribution within one month
    of the date on which the contribution is made;

..   The annuitant has qualified to receive Social Security disability benefits
    as certified by the Social Security Administration;

..   We receive proof satisfactory to us that the annuitant's life expectancy is
    six months or less (such proof must include, but is not limited to,
    certification by a licensed physician);

..   The annuitant has been confined to a nursing home for more than 90 days (or
    such other period, if required in your state) as verified by a licensed
    physician. A nursing home for this purpose means one which 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, U.S. Virgin Islands, or
    Guam) 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.

..   The annuitant elects a withdrawal that qualifies as a hardship withdrawal
    under the federal income tax rules.

                                      6






Appendix I: Condensed financial information

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

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account A with the same daily asset charge of 1.20%.

SERIES 600 CONTRACTS

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.64 $108.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       3      25
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.51 $118.72 $113.20 $125.25 $141.22 $142.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       3      18      52      96     137     169
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.12 $105.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       9
------------------------------------------------------------------------------------------------------------------------
 AMERICAN CENTURY VP MID CAP VALUE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.83 $103.68 $119.06 $152.80 $175.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       4      15      30      56      86
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.31 $100.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      34
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.03 $ 96.15 $110.64 $143.94 $154.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5      11      12      15      17
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.13 $ 98.08 $111.26 $143.93 $160.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       7      16      21      27      34
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.88 $ 92.69 $105.72 $143.50 $147.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2       5       7       8       9
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.76 $149.99 $157.32 $ 94.51 $118.85 $132.78 $121.35 $136.88 $170.99 $176.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        32      83     150     183     240     367     480     574     676     774
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.35 $116.06 $119.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       3      16      31
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $108.35 $113.87 $119.03 $104.64 $113.55 $120.34 $121.15 $125.18 $129.04 $130.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        42      55     100     129     137     165     181     205     211     215
------------------------------------------------------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.73 $112.17 $115.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       9      19
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.41 $104.59 $106.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       2      11       8
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.14 $121.57 $126.70 $100.86 $114.02 $122.87 $120.54 $127.87 $139.27 $141.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        44      80     145     141     173     238     290     364     422     465
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $200.85 $271.98 $381.60 $160.80 $238.40 $262.52 $227.43 $262.85 $312.57 $314.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       144     180     196     162     167     176     165     165     162     158
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.69 $136.30 $155.16 $ 84.53 $113.03 $121.97 $100.10 $115.03 $133.56 $123.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        97     121     116     128     167     224     233     234     249     301
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.17 $ 86.39 $ 99.52 $119.08 $110.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       3      12      17      24      30
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.34 $156.89 $170.79 $ 96.19 $123.78 $129.72 $107.44 $124.70 $147.01 $134.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       197     231     237     198     175     164     143     127     117     111
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 93.39 $104.21 $106.95 $ 66.14 $ 82.67 $ 93.27 $ 88.25 $100.25 $130.30 $143.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        31      28      26      26      22      25      23      21      19      33
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 92.23 $ 98.21 $112.19 $ 68.46 $ 91.21 $103.14 $ 98.18 $110.32 $147.58 $161.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       215     178     167     153     147     145     156     148     142     302
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $120.01 $143.93 $135.72 $ 75.99 $ 90.43 $100.67 $ 94.42 $108.08 $141.46 $156.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       396     471   1,183     917     756     639     532     449     386     394
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.42 $140.50 $136.59 $ 81.55 $109.46 $132.44 $118.52 $138.90 $182.63 $200.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       377     382     349     268     368     333     282     247     226     208
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.19 $137.55 $144.41 $107.76 $124.58 $135.28 $130.46 $140.23 $156.72 $159.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       647     699     821     794     826     994   1,170   1,393   1,595   1,799
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.96 $120.06 $124.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      12      39      91
------------------------------------------------------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.60 $142.10 $149.35 $100.67 $121.30 $133.69 $125.54 $138.32 $163.71 $167.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     290     487     554     652     867   1,047   1,184   1,339   1,476
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.34 $105.20 $ 70.88 $ 91.41 $100.52 $ 99.40 $109.23 $123.64 $129.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      22     149     134     120     113      87      78      80      89
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.27 $ 97.73 $ 64.30 $ 81.46 $100.02 $ 89.35 $103.13 $139.28 $140.53
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       2      10      15      15      17      15      16      17      16
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.25 $ 59.39 $ 75.38 $ 82.21 $ 77.62 $ 87.98 $107.16 $111.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      69      87      86      85      91      93      94     120
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.03 $116.29 $138.79 $ 92.02 $117.96 $126.12 $128.19 $142.58 $179.29 $190.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       5      11      33      40      47      37      34      29      25
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.15 $107.60 $ 65.81 $ 81.35 $ 89.97 $ 84.93 $ 95.83 $122.40 $132.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       8      73      71      61      51      41      36      31      27
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.63 $108.55 $ 63.47 $ 81.54 $ 87.00 $ 78.82 $ 92.93 $116.56 $116.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      11      54      43      51      65      75      87      99     112
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 96.58 $104.90 $106.89 $ 80.78 $ 87.51 $ 92.20 $ 95.71 $ 99.60 $ 97.55 $ 98.68
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       218     218     211     154     139     144     134     138     137     137
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.73 $132.55 $135.77 $ 77.65 $103.21 $130.17 $108.44 $119.32 $174.21 $167.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        26      50      72      59      50      42      35      30      28      22
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $183.41 $210.41 $187.41 $115.05 $143.69 $176.76 $158.90 $183.31 $258.49 $242.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       120     127     112      94      85      70      57      48      42      35
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.29 $118.56 $122.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       5      18      48
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.63 $135.30 $155.98 $ 85.28 $114.32 $150.51 $147.75 $168.72 $230.33 $235.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       253     245     215     191     181     168     149     146     144     141
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.36 $187.75 $187.68 $117.63 $151.42 $169.26 $162.04 $181.92 $247.55 $268.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       294     276     266     237     251      30      44      57      67      75
------------------------------------------------------------------------------------------------------------------------



                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.23 $128.59 $131.73 $ 88.11 $ 97.11 $111.01 $109.25 $127.07 $165.42 $177.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        50      67      72      68      68      74      80      97     120     127
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.90 $ 91.38 $101.24 $ 54.79 $ 70.85 $ 78.76 $ 78.03 $ 90.00 $119.44 $134.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8       9      12      12      15      21      39      37      46      56
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $120.15 $133.03 $133.60 $ 79.64 $103.44 $118.34 $121.60 $141.05 $183.63 $200.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       147     143     370     316     277     243     210     184     166     150
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.24 $117.28 $119.90 $ 66.57 $ 84.41 $ 96.63 $ 95.98 $109.61 $143.46 $158.83
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)     1,254   1,179   1,018     858     780     690     612     548     527     505
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.71 $116.91 $119.09 $107.14 $108.70 $113.61 $117.63 $119.89 $116.56 $117.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       130     144     159     122     139     130     120     121     134     158
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKET EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.51 $ 90.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       3      10
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.49 $117.68 $122.02 $ 75.56 $ 93.97 $106.19 $106.50 $121.24 $157.55 $175.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       666     652     649     588     572     574     578     597     680     796
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.14 $116.57 $119.10 $101.40 $116.85 $126.55 $126.72 $131.77 $144.49 $145.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5      12      21      18      17      19      17      15      11       9
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.74 $137.07 $148.00 $101.39 $141.70 $185.71 $177.07 $206.17 $283.37 $288.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        62      80     128     143     181     264     338     427     528     636
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.53 $ 99.66 $107.62 $113.22 $114.06 $119.80 $123.57 $126.63 $121.97 $121.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      14      37      73      76     101     105      99      93      91
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.38 $102.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       5      15
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.54 $129.94 $137.19 $140.41 $135.57 $139.60 $145.23 $144.89 $140.80 $141.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       153     138     124     110      90      76      66      55      45      38
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.63 $139.89 $154.42 $ 75.18 $ 94.40 $ 98.13 $ 85.13 $ 97.79 $117.36 $107.95
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       398     454     488     436     384     331     273     216     182     159
------------------------------------------------------------------------------------------------------------------------



                                      I-4

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.39 $119.54 $115.14 $ 71.73 $ 91.00 $103.59 $100.32 $117.37 $156.59 $168.50
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      23      32      24      24      27      22      16      19     141
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.33 $127.65 $124.59 $ 74.13 $ 96.91 $107.54 $100.69 $115.45 $154.88 $175.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        39      39      38      31      26      29      29      27      33      38
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 70.99 $ 69.76 $ 78.56 $ 49.46 $ 66.57 $ 76.26 $ 77.12 $ 87.41 $114.42 $126.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       281     249     223     194     188     179     176     181     204     241
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.44 $112.35 $104.42 $ 44.66 $ 52.58 $ 59.54 $ 58.64 $ 67.55 $ 87.81 $ 97.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      41      49      27      28      30      69      75      91     122
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.10 $142.89 $164.04 $ 96.79 $131.24 $149.04 $131.48 $155.48 $174.58 $163.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3      14      40      40      42      49      57      71      98     129
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.83 $129.84 $138.57 $ 69.43 $ 93.48 $116.13 $111.98 $129.53 $169.67 $182.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --     494     531     504     465     434     389     364     369     392
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.12 $116.78 $120.81 $121.87 $120.40 $118.97 $117.54 $116.13 $114.74 $113.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        68     103     133     101      61      49      51      42      37      37
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.86 $133.70 $161.70 $ 84.15 $130.59 $170.69 $155.66 $167.26 $228.94 $224.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4      12      34      47      85     149     218     283     318     362
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.99 $115.91 $ 67.86 $ 92.93 $105.76 $ 95.49 $113.56 $141.74 $142.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       3      17      29      36      52      94     110     149     192
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.81 $ 96.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       6      23
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.44 $ 98.64 $108.63 $102.98 $109.89 $109.49 $107.97 $108.26 $107.05 $105.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        35      56      73     145     198     180     156     152     155     163
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $131.99 $135.39 $139.83 $129.11 $135.29 $142.01 $142.03 $144.05 $139.07 $141.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       136     130     124      94     123     108      95      88      80      77
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.93 $163.91 $158.96 $103.45 $128.91 $160.25 $152.00 $173.52 $235.64 $244.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       133     167     193     185     195     188     176     166     163     162
------------------------------------------------------------------------------------------------------------------------



                                      I-5

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
 EQ/T. ROWE PRICE GROWTH STOCK
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.31 $108.40 $114.84 $65.57 $ 92.41 $106.26 $102.95 $120.97 $164.85 $176.94
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        26      30     152    155     200     266     324     402     492     590
-----------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.68 $132.73 $132.66 $78.60 $102.84 $114.89 $110.31 $123.01 $164.72 $186.25
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        21      46      65     64      57      52      40      28      25      24
-----------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 84.92 $ 88.82 $ 97.69 $69.88 $ 96.86 $112.25 $104.39 $124.21 $170.67 $175.03
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        44      38      41     47      60      85     117     120     120     107
-----------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $105.87 $101.69 $116.69 $150.97 $166.54
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      46     196     359     506     647
-----------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $107.57 $ 99.27 $115.92 $151.81 $169.92
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       3      13      26      46      68
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $109.26 $100.69 $127.18 $128.72 $145.42
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       1       2       4       7       8
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 95.08 $109.87 $115.89 $116.31
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       5      28      51      71
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $109.49 $100.62 $114.57 $134.38 $132.89
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      11      37      69     100     142
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $104.26 $ 96.31 $105.26 $133.60 $137.50
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       4      14      18      22      28
-----------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $108.58 $106.22 $119.27 $161.54 $162.93
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --       2       7      10      14      16
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $113.52 $101.98 $102.14 $128.92 $113.92
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      10      31      49      67     101
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $106.27 $110.52 $129.55 $141.43 $142.39
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      10      62     152     252     350
-----------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 89.76 $100.71 $129.29 $137.79
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      10      61     127     178
-----------------------------------------------------------------------------------------------------------------------



                                      I-6

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $112.58 $ 99.44 $103.32 $146.34 $146.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2       9      21      27      31
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.45 $ 91.87 $110.79 $108.09 $101.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      29     123     228     342     468
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.97 $102.84 $117.79 $148.53 $148.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      15      75     138     248     386
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $118.95 $117.96 $135.98 $174.73 $191.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       7      16      22      25
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $101.87 $ 98.22 $115.31 $150.09 $164.17
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       8      15      19      27      30
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.10 $118.91 $134.23 $178.67 $194.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       4      19      34      46      61
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.84 $116.64 $130.46 $154.96 $172.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       5      41      81     117     159
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 75.63 $ 78.55 $ 86.44 $ 45.54 $ 61.76 $ 71.76 $ 66.45 $ 74.98 $101.59 $111.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     112      98      84     166     203     170     147     130     116
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.04 $115.90 $121.67 $123.17 $131.81 $138.30 $144.59 $150.67 $145.36 $149.00
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       121     111     108      95      97     127     110     154     182     189
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.69 $110.13 $121.76 $ 67.87 $ 95.07 $119.18 $108.47 $123.72 $171.33 $177.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       122     116     107      96      92      79      64      52      44      38
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.75 $140.28 $138.72 $ 87.76 $125.17 $154.48 $132.28 $150.05 $201.01 $209.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        89      85      82      69      66      62      49      41      37      30
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.73 $106.79 $124.72 $ 65.21 $102.08 $118.71 $111.64 $125.11 $167.60 $188.02
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       128     124     126     121     131     140     131     123     117     116
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.37 $114.81 $ 78.86 $ 93.74 $102.55 $ 98.46 $107.85 $121.54 $123.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5      11      13      18      22      24      25      30
------------------------------------------------------------------------------------------------------------------------



                                      I-7

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






SERIES 600 CONTRACTS (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------
                                                             FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010    2011   2012    2013    2014
------------------------------------------------------------------------------------------------------------------
                                                                             
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $109.32 $115.96 $74.45 $90.62 $100.22 $95.16 $106.09 $124.84 $128.32
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        2      15     24     33      39     50      62      72      89
------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.21 $116.92 $71.58 $88.79 $ 98.89 $93.17 $105.04 $126.88 $130.98
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --        1       7     14     22      32     45      58      75      94
------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.99 $118.22 $68.52 $86.50 $ 96.81 $90.36 $103.05 $127.49 $131.98
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       5      9     12      19     32      47      65      87
------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
------------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --      -- $83.02 $ 84.57 $ 92.15 $ 73.43
------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --      --     17      38      49      65
------------------------------------------------------------------------------------------------------------------



  EQUI-VEST(R) 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.

   Copyright 2015 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

                                      I-8

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) VANTAGE/SM/ ADDITIONAL CONTRIBUTIONS TAX-SHELTERED (ACTS)
    PROGRAM, NEW JERSEY DEPARTMENT OF HIGHER EDUCATION

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


This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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. IF
YOU ARE A CURRENT PARTICIPANT (DEFINED BELOW), THIS SUPPLEMENT REPLACES, IN ITS
ENTIRETY, THE SUPPLEMENT TO YOUR CURRENT PROSPECTUS FOR EMPLOYER-SPONSORED
RETIREMENT PLANS DATED MAY 1, 2015.


We offer the EQUI-VEST(R) Vantage/SM/ contract to fund the ACTS Program ("the
plan").

The EQUI-VEST(R) Vantage/SM/ ACTS contract is a group variable deferred annuity
contract. The employer will be the EQUI-VEST(R) Vantage/SM/ ACTS contract
holder. Certain rights may be exercised by employees covered under an
employer's plan (the "participants"). These rights will be set forth in a
participation certificate provided to each participant. The 12-month period
beginning on the participant's participation date and each 12-month period
thereafter is a "participation year." The "participation date" is the date we
receive a participant's properly completed and signed enrollment form and any
other required documents at our processing office. "Contract date" is the date
following our acceptance of a properly completed and signed application (and
other required documents) on which the first participant is enrolled in the
contract. The 12-month period beginning on a contract date and each 12-month
period after that is a "contract year." The end of each 12-month period is the
"contract anniversary." Terms and other provisions not defined or modified in
this Supplement are the same as in the prospectus./(1)/

The group annuity contract that covers the qualified plan in which you
participate is not an investment advisory account, and AXA Equitable is not
providing any investment advice or managing the allocations under this
contract. In the absence of a specific written arrangement to the contrary,
you, as the participant under this contract, have the sole authority to make
investment allocations and other decisions under the contract. Your AXA
Advisors financial professional 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 or her regarding any different arrangements that may
apply.

We offer the EQUI-VEST(R) Vantage/SM/ ACTS contract to purchasers on the same
basis and under the same terms and conditions described in the prospectus as
those that apply to EQUI-VEST(R) Series 100 and 200 contracts, except for
certain material differences described in this Supplement. You should be aware
that an annuity contract that is a Tax Sheltered Annuity (TSA), such as the
EQUI-VEST(R) Vantage/SM/ ACTS, does not provide tax deferral benefits beyond
those already provided by the Internal Revenue Code. Before participating in an
EQUI-VEST(R) Vantage/SM/ ACTS, 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 this annuity with any
other investment that you may use in connection with your retirement plan or
arrangement. (For more information, see "Tax information" in the prospectus.)

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

See "Tax information" in the prospectus for a more detailed discussion of
sources of contributions, certain contribution limitations and other tax
information for TSA contracts.

Material differences between EQUI-VEST(R) Vantage/SM/ ACTS and the provisions
of the EQUI-VEST(R) Series 100 and 200 contracts described in the prospectus
include the information above as well as the following:


        FOR USE WITH THE ADDITIONAL CONTRIBUTIONS TAX-SHELTERED PROGRAM


----------
(1)This Supplement distinguishes between "contract" and "participation
   certificate" as well as "contract holder" and "participant" when describing
   the EQUI-VEST(R) Vantage/SM/ ACTS product. The prospectus does not make
   these distinctions and generally uses the terms "you" and "your" when
   referring to the person who has the right or responsibility that the
   prospectus is discussing at that point, and to "contract" when referring to
   the participation certificate or contract that includes the right being
   discussed.


                                                           Cat. # 133282 (5/15)
                                                                        #792938



888-002 (5/15)

NB/IF






1. THE FOLLOWING IS ADDED TO "EQUI-VEST(R) EMPLOYER-SPONSORED RETIREMENT PLANS
   AT A GLANCE -- KEY FEATURES" UNDER "FEES AND CHARGES" IN THE PROSPECTUS:


                            
-----------------------------------------------------------------------
FEES AND CHARGES FOR           .   Separate account charge deducted
EQUI-VEST(R) VANTAGE/SM/ ACTS      daily on amounts invested in
                                   variable investment options: 0.40%.
                               .   Annual administrative charge: There
                                   is no annual administrative charge.

                               .   Charges for certain optional
                                   special services.

                               .   No sales charge deducted at the
                                   time contributions are made.

                               .   Withdrawal charge: There is no
                                   withdrawal charge.

                               .   Annual expenses of the affiliated
                                   and unaffiliated Trusts (the
                                   "Trusts") portfolios are calculated
                                   as a percentage of the average
                                   daily net assets invested in each
                                   portfolio. Please see "Fee table"
                                   later in this Supplement.
-----------------------------------------------------------------------


2. PORTFOLIOS OF THE TRUSTS


We offer both affiliated and unaffiliated Trusts, which in turn offer one or
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") 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
affiliated Portfolios, AXA FMG has entered into sub-advisory agreements with
one or more investment advisers (the "sub-advisers") to carry out the
day-to-day investment decisions for the Portfolios. As such, among other
responsibilities, AXA FMG 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 affiliated 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. In addition, AXA FMG receives management fees and
administrative fees in connection with the services it provides to the
affiliated Portfolios. It may be more profitable for us to offer affiliated
Portfolios than to offer unaffiliated Portfolios.


AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees
and additional payments from certain unaffiliated Portfolios, their advisers,
sub-advisers, distributors or affiliates, for providing certain administrative,
marketing, distribution and/or shareholder support services. These fees and
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily
net assets. The Distributors may also receive payments from the advisers or
sub-advisers of the unaffiliated Portfolios or their affiliates for certain
distribution services, including expenses for sales meetings or seminar
sponsorships that may relate to the contracts and/or the advisers' respective
Portfolios.

As a certificate 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, as
well as the Portfolios' investment management fees and administrative expenses,
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.

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer certificate owners
a convenient opportunity to invest in other Portfolios that are managed and
have been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG.
AXA Advisors, LLC, an affiliated broker-dealer of AXA Equitable, may promote
the benefits of such Portfolios to certificate owners and/or suggest that
certificate 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 Fund of Fund Portfolios than certain other Portfolios available to
you under your certificate. Please see "Allocating your contributions" later in
this section for more information about your role in managing your allocations.

As described in more detail in the Portfolio prospectuses, the AXA Managed
Volatility Portfolios may utilize a proprietary volatility management strategy
developed by AXA FMG (the "AXA volatility management strategy"), and, in
addition, certain AXA Fund of Fund Portfolios may invest in affiliated
Portfolios that utilize this strategy. The AXA volatility management strategy
uses futures and options, such as exchange-traded futures and options contracts
on securities indices, to reduce the Portfolio's equity exposure during periods
when certain market indicators indicate that market volatility is above
specific thresholds set for the Portfolio. When market volatility is increasing
above the specific thresholds set for a Portfolio utilizing the AXA volatility
management strategy, the manager of the Portfolio may reduce equity exposure.
Although this strategy is intended to reduce the overall risk of investing in
the Portfolio, it may not effectively protect the Portfolio from market
declines and may increase its losses. Further, during such times, the
Portfolio's exposure to equity securities may be less than that of a
traditional equity portfolio. This may limit the Portfolio's participation in
market gains and result in periods of underperformance, including those periods
when the specified benchmark index is appreciating, but market volatility is
high.

                                      2







The AXA Managed Volatility Portfolios that include the AXA volatility
management strategy as part of their investment objective and/or principal
investment strategy, and the AXA Fund of Fund Portfolios that invest in
Portfolios that use the AXA volatility management strategy, are identified
below in the chart by a "(check mark)" under the column entitled "Volatility
Management."

Portfolios that utilize the AXA volatility management strategy (or, in the case
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the
AXA volatility management strategy) are designed to reduce the overall
volatility of your account value and provide you with risk-adjusted returns
over time. During rising markets, the AXA volatility management strategy,
however, could result in your account value rising less than would have been
the case had you been invested in a Portfolio that does not utilize the AXA
volatility management strategy (or, in the case of the AXA Fund of Fund
Portfolios, invest exclusively in other Portfolios that do not use the AXA
volatility management strategy). Conversely, investing in investment options
that feature a managed-volatility strategy may be helpful in a declining market
when high market volatility triggers a reduction in the investment option's
equity exposure because during these periods of high volatility, the risk of
losses from investing in equity securities may increase. In these instances,
your account value may decline less than would have been the case had you not
been invested in investment options that feature a volatility management
strategy.

Please see the underlying Portfolio prospectuses for more information in
general, as well as more information about the AXA volatility management
strategy. Please further note that certain other affiliated Portfolios, as well
as unaffiliated Portfolios, may utilize volatility management techniques that
differ from the AXA volatility management strategy. Any such Portfolio is not
identified under "Volatility Management" below in the chart. Such techniques
could also impact your account value in the same manner described above. Please
see the Portfolio prospectuses for more information about the Portfolios'
objective and strategies.


Portfolio allocations in certain AXA variable annuity contracts with guaranteed
benefits are subject to our Asset Transfer Program (ATP) feature. The ATP helps
us manage our financial exposure in connection with providing certain
guaranteed benefits, by using predetermined mathematical formulas to move
account value between the AXA Ultra Conservative Strategy Portfolio (an
investment option utilized solely by the ATP) and the other Portfolios offered
under those contracts. You should be aware that operation of the predetermined
mathematical formulas underpinning the ATP has the potential to adversely
impact the Portfolios, including their performance, risk profile and expenses.
This means that Portfolio investments in certificates with no ATP feature, such
as yours, could still be adversely impacted. Particularly during times of high
market volatility, if the ATP triggers substantial asset flows into and out of
a Portfolio, it could have the following effects on all contract and
certificate and cert owners invested in that Portfolio:

   (a)By requiring a Portfolio sub-adviser to buy and sell large amounts of
      securities at inopportune times, a Portfolio's investment performance and
      the ability of the sub-adviser to fully implement the Portfolio's
      investment strategy could be negatively affected; and

   (b)By generating higher turnover in its securities or other assets than it
      would have experienced without being impacted by the ATP, a Portfolio
      could incur higher operating expense ratios and transaction costs than
      comparable funds. In addition, even Portfolios structured as
      funds-of-funds that are not available for investment by contract owners
      who are subject to the ATP could also be impacted by the ATP if those
      Portfolios invest in underlying funds that are themselves subject to
      significant asset turnover caused by the ATP. Because the ATP formulas
      generate unique results for each contract, not all contract owners who
      are subject to the ATP will be affected by operation of the ATP in the
      same way. On any particular day on which the ATP is activated, some
      contract owners may have a portion of their account value transferred to
      the AXA Ultra Conservative Strategy investment option and others may not.
      If the ATP causes significant transfers of total account value out of one
      or more Portfolios, any resulting negative effect on the performance of
      those Portfolios will be experienced to a greater extent by a contract
      and certificate owner (with or without the ATP) invested in those
      Portfolios whose account value was not subject to the transfers.




------------------------------------------------------------------------------------------------------------------------------
 AXA PREMIER VIP
 TRUST --                                                                          INVESTMENT MANAGER (OR
 CLASS B SHARES                                                                    SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME      OBJECTIVE                                                     AS APPLICABLE)                 MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
AXA MODERATE         Seeks to achieve long-term capital appreciation and           .   AXA Equitable Funds        (check mark)
  ALLOCATION         current income.                                                   Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
TARGET 2015          Seeks the highest total return over time consistent with its  .   AXA Equitable Funds
  ALLOCATION         asset mix. Total return includes capital growth and               Management Group, LLC
                     income.
------------------------------------------------------------------------------------------------------------------------------
TARGET 2025          Seeks the highest total return over time consistent with its  .   AXA Equitable Funds
  ALLOCATION         asset mix. Total return includes capital growth and               Management Group, LLC
                     income.
------------------------------------------------------------------------------------------------------------------------------
TARGET 2035          Seeks the highest total return over time consistent with its  .   AXA Equitable Funds
  ALLOCATION         asset mix. Total return includes capital growth and income.       Management Group, LLC
------------------------------------------------------------------------------------------------------------------------------
TARGET 2045          Seeks the highest total return over time consistent with its  .   AXA Equitable Funds
  ALLOCATION         asset mix. Total return includes capital growth and               Management Group, LLC
                     income.
------------------------------------------------------------------------------------------------------------------------------



                                      3









 EQ ADVISORS TRUST
 --                                                                                  INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                     SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME/(*)/  OBJECTIVE                                                      AS APPLICABLE)                 MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
AXA 400 MANAGED       Seeks to achieve long-term growth of capital with an           .   AllianceBernstein L.P.     (check mark)
  VOLATILITY          emphasis on risk-adjusted returns and managing volatility      .   AXA Equitable Funds
                      in the Portfolio.                                                  Management Group, LLC
                                                                                     .   BlackRock Investment
                                                                                         Management, LLC
--------------------------------------------------------------------------------------------------------------------------------
AXA/FRANKLIN          Seeks to maximize income while maintaining prospects for       .   AXA Equitable Funds        (check mark)
  BALANCED MANAGED    capital appreciation with an emphasis on risk-adjusted             Management Group, LLC
  VOLATILITY          returns and managing volatility in the Portfolio.              .   BlackRock Investment
                                                                                         Management, LLC
                                                                                     .   Franklin Advisers, Inc.
--------------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL     Seeks to achieve long-term growth of capital with an           .   AXA Equitable Funds        (check mark)
  CORE MANAGED        emphasis on risk-adjusted returns and managing volatility          Management Group, LLC
  VOLATILITY          in the Portfolio.                                              .   BlackRock Investment
                                                                                         Management, LLC
                                                                                     .   EARNEST Partners, LLC
                                                                                     .   Massachusetts Financial
                                                                                         Services Company d/b/a
                                                                                         MFS Investment Management
                                                                                     .   Hirayama Investment LLC
                                                                                     .   WHV Investments
--------------------------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL     Seeks to provide current income and long-term growth of        .   AXA Equitable Funds        (check mark)
  VALUE MANAGED       income, accompanied by growth of capital with an emphasis          Management Group, LLC
  VOLATILITY          on risk-adjusted returns and managing volatility in the        .   BlackRock Investment
                      Portfolio.                                                         Management, LLC
                                                                                     .   Northern Cross, LLC
--------------------------------------------------------------------------------------------------------------------------------
AXA LARGE CAP VALUE   Seeks to achieve long term growth of capital with an           .   AllianceBernstein L.P.     (check mark)
  MANAGED VOLATILITY  emphasis on risk-adjusted returns and managing volatility in   .   AXA Equitable Funds
                      the Portfolio.                                                     Management Group, LLC
                                                                                     .   BlackRock Investment
                                                                                         Management, LLC
                                                                                     .   Massachusetts Financial
                                                                                         Services Company d/b/a
                                                                                         MFS Investment Management
--------------------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES     Seeks to achieve capital appreciation.                         .   Loomis, Sayles & Company,
  GROWTH                                                                                 L.P.
--------------------------------------------------------------------------------------------------------------------------------
EQ/CALVERT SOCIALLY   Seeks to achieve long-term capital appreciation.               .   Calvert Investment
  RESPONSIBLE                                                                            Management Inc.
--------------------------------------------------------------------------------------------------------------------------------
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(R) Index, including reinvestment of dividends, at a
                      risk level consistent with that of the Russell 3000(R) Index.
--------------------------------------------------------------------------------------------------------------------------------



                                      4









 EQ ADVISORS TRUST
 --                                                                                    INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                                       SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME/(*)/  OBJECTIVE                                                        AS APPLICABLE)                 MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
EQ/CORE BOND INDEX    Seeks to achieve a total return before expenses that             .   SSgA Funds Management,
                      approximates the total return performance of the Barclays            Inc.
                      Immediate U.S. Government/Credit Index, including
                      reinvestment of dividends, at a risk level consistent with
                      that of the Barclays Immediate 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 Standard &
                      Poor's 500 Composite Stock Price Index, including
                      reinvestment of dividends, at a risk level consistent with that
                      of the Standard & Poor's 500 Composite Stock Price Index.
--------------------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL        Seeks to maximize capital appreciation.                          .   GAMCO Asset Management,
  COMPANY VALUE                                                                            Inc.
--------------------------------------------------------------------------------------------------------------------------------
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/JPMORGAN VALUE     Seeks to achieve long-term capital appreciation.                 .   J.P. Morgan Investment
  OPPORTUNITIES                                                                            Management Inc.
--------------------------------------------------------------------------------------------------------------------------------
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 Standard &          Inc.
                      Poor's Mid Cap 400 Index, including reinvestment of
                      dividends, at a risk level consistent with that of the Standard
                      & Poor's Mid Cap 400 Index.
--------------------------------------------------------------------------------------------------------------------------------
EQ/MONEY MARKET       Seeks to obtain a high level of current income, preserve its     .   The Dreyfus Corporation
                      assets and maintain liquidity.
--------------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY     Seeks to achieve capital growth.                                 .   Morgan Stanley Investment
  MID CAP GROWTH                                                                           Management Inc.
--------------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER CORE     Seeks to achieve a balance of high current income and            .   AXA Equitable Funds
  BOND                capital appreciation, consistent with a prudent level of             Management Group, LLC
                      risk.                                                            .   BlackRock Financial
                                                                                           Management, Inc.
                                                                                       .   DoubleLine Capital L.P.
                                                                                       .   Pacific Investment
                                                                                           Management Company LLC
                                                                                       .   SSgA Funds Management,
                                                                                           Inc.
--------------------------------------------------------------------------------------------------------------------------------



                                      5









 EQ ADVISORS TRUST
 --                                                                          INVESTMENT MANAGER (OR
 CLASS IB SHARES                                                             SUB-ADVISER(S),                VOLATILITY
 PORTFOLIO NAME/(*)/  OBJECTIVE                                              AS APPLICABLE)                 MANAGEMENT
----------------------------------------------------------------------------------------------------------------------
                                                                                                   
MULTIMANAGER MID      Seeks to achieve long-term growth of capital./(++++)/  .   AXA Equitable Funds
  CAP VALUE                                                                      Management Group, LLC
                                                                             .   BlackRock Investment
                                                                                 Management, LLC
                                                                             .   Diamond Hill Capital
                                                                                 Management, Inc.
                                                                             .   Knightsbridge Asset
                                                                                 Management, LLC
                                                                             .   Lord, Abbett & Co. LLC





--------------------------------------------------------------------------------------------------------
 IVY FUNDS VARIABLE
 INSURANCE                                                                INVESTMENT MANAGER
 PORTFOLIOS                                                               (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                            AS APPLICABLE)
--------------------------------------------------------------------------------------------------------
                                                                    
IVY FUNDS VIP ENERGY To seek to provide capital growth and appreciation.  .   Waddell & Reed Investment
                                                                              Management Company
                                                                              (WRIMCO)




-------------------------------------------------------------------------------------------------------------
 MFS(R) VARIABLE
 INSURANCE TRUSTS                                                              INVESTMENT MANAGER
 SERVICE CLASS                                                                 (OR SUB-ADVISER(S),
 PORTFOLIO NAME      OBJECTIVE                                                 AS APPLICABLE)
-------------------------------------------------------------------------------------------------------------
                                                                         
MFS(R) UTILITIES     The fund's investment objective is to seek total return.  .   Massachusetts Financial
  SERIES                                                                           Services Company
-------------------------------------------------------------------------------------------------------------




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.

3. THE FOLLOWING TABLE AND EXAMPLE ARE ADDED BEFORE "CONDENSED FINANCIAL
   INFORMATION" IN "FEE TABLE" IN THE PROSPECTUS:

FEE TABLE

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the EQUI-VEST(R) Vantage/SM/ ACTS certificate.
Each of the charges and expenses is more fully described in "Charges and
expenses" later in this Supplement.

The first table describes fees and expenses that you will pay at the time that
you surrender the certificate, purchase a Variable Immediate Annuity payout
option or make certain transfers and rollovers. Charges for certain features
shown in the fee table are mutually exclusive.



----------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME
 YOU REQUEST CERTAIN TRANSACTIONS
----------------------------------------------------------------------------------
                                                     
Withdrawal charge as a percentage of the amount
withdrawn (deducted when you surrender your
certificate or make certain withdrawals)                0%

Special services charges

  .   Wire transfer charge/(1)/                         $90 (current and maximum)

  .   Express mail charge                               $35 (current and maximum)
----------------------------------------------------------------------------------


                                                     

The next table describes the fees and expenses that you
will pay periodically during the time that you own the
certificate, not including underlying trust portfolio fees
and expenses.
-----------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
 CONTRACT DATE ANNIVERSARY
-----------------------------------------------------------
Maximum annual administrative charge                    $0



--------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT
 OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET
 ASSETS
--------------------------------------------------------------
                                                     
Separate account annual expenses/(2)/                   0.40%
--------------------------------------------------------------


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 certificate. 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.


                                      6








                                                                                                    
-----------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 (expenses that are deducted from                Lowest Highest
portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(3)/  0.62%  1.43%
-----------------------------------------------------------------------------------------------------------------



Notes:

(1)Unless you specify otherwise, this charge will be deducted from the amount
   you request.
(2)For mortality and expense risks, and administrative and financial accounting
   expenses. A portion of this charge is for providing the death benefit.

(3)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the Multimanager
   Mid Cap Value Portfolio.


EXAMPLES: EQUI-VEST(R) VANTAGE/SM/ ACTS CONTRACTS

These examples are intended to help you compare the cost of investing in the
EQUI-VEST(R) Vantage/SM/ ACTS 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 underlying portfolio fees and expenses).

The examples below show the expenses that a hypothetical certificate holder
would pay in the situations illustrated.

We assume that the Contract Year and Participation Year are the same. For a
complete description of portfolio charges and expenses, please see the
prospectuses for each Trust.

The fixed maturity options and the guaranteed interest option are not covered
by the fee table and examples. However, the charge if you elect a Variable
Immediate Annuity payout option do apply to amounts in the fixed maturity
options and the guaranteed interest option. A market value adjustment (up or
down) will apply as a result of a withdrawal, transfer, or surrender of amounts
from a fixed maturity option.

These examples should not be considered a representation of past or future
expenses for any 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.

The examples assume that you invest $10,000 in the contract for the time
periods indicated. The examples also assume that your investment has a 5%
return each year. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:




-----------------------------------------------------------------------------------------------------------
                                                                        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       $1,040      $1,532       $2,886   $224     $690     $1,182    $2,536
-----------------------------------------------------------------------------------------------------------
(b)assuming minimum fees
   and expenses of any
   of the Portfolios       N/A       $  781      $1,095       $1,985   $139     $431     $  745    $1,635
-----------------------------------------------------------------------------------------------------------



CONDENSED FINANCIAL INFORMATION


Please see Appendix I at the end of this Supplement for the unit values and
number of units outstanding as of the period shown for each of the variable
investment options, available as of December 31, 2014.


                                      7







4. THE FOLLOWING INFORMATION IS ADDED TO THE CHART IN THE SECTION ENTITLED "HOW
   YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT" IN "CONTRACT FEATURES AND
   BENEFITS" IN THE PROSPECTUS:




-------------------------------------------------------------------------------------
 CONTRACT TYPE    SOURCE OF CONTRIBUTIONS           LIMITATIONS ON CONTRIBUTIONS
-------------------------------------------------------------------------------------
                                              
EQUI-VEST(R)      .   Salary Reduction              .   For 2015, maximum amount of
VANTAGE/SM/ ACTS      Contributions (Elective           employer and employee
                      Deferral Contributions):          contributions is generally
                      Contributions under a salary      the lesser of $53,000 or
                      reduction agreement that an       100% of compensation with
                      employee enters into with         maximum salary reduction
                      the Employer under the Plan,      contribution of $18,000.
                      including designated Roth     .   If your employer's plan
                      contributions under Section       permits and you are at least
                      402A of the Code.                 age 50 at any time during
                  .   Additional "catch-up"             2015, additional salary
                      contributions.                    reduction "catch-up"
                  .   Rollover Contributions:           contributions totalling up
                      Contributions of eligible         to $6,000 can be made.
                      rollover distributions
                      directly or indirectly from
                      another eligible retirement
                      arrangement.
-------------------------------------------------------------------------------------

EQUI-VEST(R)      .   Direct Transfer               .   All salary reduction
VANTAGE/SM/ ACTS      Contributions: Amounts            contributions (whether
(CONTINUED)           directly transferred (either      pre-tax or designated Roth)
                      a plan-to-plan direct             may not exceed the total
                      transfer or a contract            maximum for the year (for
                      exchange under the same           2015, $18,000 and age 50
                      403(b) plan).                     catch-up of $6,000).
                                                    .   Rollover or direct transfer
                                                        contributions after age
                                                        70 1/2 must be net of
                                                        required minimum
                                                        distributions.
                                                    .   Different sources of
                                                        contributions and earnings
                                                        may be subject to withdrawal
                                                        restrictions.
-------------------------------------------------------------------------------------



5. THE LAST SENTENCE OF THE SECOND PARAGRAPH FOLLOWING THE CHART UNDER "HOW YOU
   CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT" IN "CONTRACT FEATURES AND
   BENEFITS" IN THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING:

We may also refuse to accept any contribution if the sum of all contributions
under all AXA Equitable accumulation annuities in which a participant has an
interest would then total more than $2,500,000.

6. THE FIRST PARAGRAPH UNDER "OWNER AND ANNUITANT REQUIREMENTS" IN "CONTRACT
   FEATURES AND BENEFITS" IN THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE
   FOLLOWING:

For the following employer-funded programs, the employee must be the owner on
the contract: SEP-IRA, SARSEP IRA, SIMPLE IRA, TSA, University TSA (other than
EQUI-VEST(R) Vantage/SM/ ACTS contracts) and Annuitant-Owned HR-10.

7. THE FINAL PARAGRAPH UNDER "GUARANTEED INTEREST OPTION," IN "CONTRACT
   FEATURES AND BENEFITS" IN THE PROSPECTUS IS DELETED IN ITS ENTIRETY AND
   REPLACED WITH THE FOLLOWING PARAGRAPH:

For certificates issued on or before August 24, 2012, the minimum yearly
guaranteed interest rate for 2014 is 1.50%. Your lifetime minimum guaranteed
interest rate is 1.50%. For certificates issued on or after August 27, 2012,
the minimum yearly guaranteed interest rate for 2014 is 1.00%. Your lifetime
minimum guaranteed interest rate is 1.00%. For all certificates, the minimum
yearly guaranteed interest rate will never be less than the lifetime minimum
guaranteed interest rate. Also, current rates will never be less than the
minimum yearly guaranteed interest rate.

8. THE SECTION "SELECTING YOUR INVESTMENT METHOD" IN "CONTRACT FEATURES AND
   BENEFITS" IN THE PROSPECTUS DOES NOT APPLY TO EQUI-VEST(R) VANTAGE/SM/ ACTS
   AND IS DELETED IN ITS ENTIRETY. A NEW SECTION IS ADDED AS FOLLOWS:

TEMPORARY REMOVAL OF TRANSFER RESTRICTIONS

From time to time, we may remove certain restrictions that apply. 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.

THE TRANSFER AND WITHDRAWAL RESTRICTIONS DESCRIBED IN ITEMS 9. AND 10. OF THIS
SUPPLEMENT APPLY TO PARTICIPATION CERTIFICATES ISSUED ON OR BEFORE AUGUST 24,
2012 ONLY. THEY DO NOT APPLY TO PARTICIPATION CERTIFICATES ISSUED AFTER THIS
DATE. For certificates issued on or after August 27, 2012, AXA Equitable
reserves the right to prohibit transfers to the guaranteed interest option in
the first participation year.

                                      8







9. THE SEVENTH BULLET UNDER "TRANSFERRING YOUR ACCOUNT VALUE" IN "TRANSFERRING
   YOUR MONEY AMONG INVESTMENT OPTIONS" IN THE PROSPECTUS IS DELETED IN ITS
   ENTIRETY AND REPLACED WITH THE FOLLOWING:

..   The maximum amount that may be transferred from the guaranteed interest
    option to any investment option in any participation year is the greatest
    of:

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

   (b)the sum of the total of all amounts transferred at your request from the
      guaranteed interest option to any of the investment options plus amounts
      withdrawn from the contract in the prior participation year (including
      any amounts withdrawn for a plan-to-plan direct transfer or a contract
      exchange under the same plan, but not including any amounts that were
      withdrawn as a result of a distributable event as set forth in the
      contract); or

   (c)25% of amounts transferred or allocated to the guaranteed interest option
      during the current participation year.

These limitations are more fully described in your participation certificate.

..   We reserve the right to not permit transfers into the guaranteed interest
    option in the first participation year. After the first participation year,
    we also reserve the right to prohibit a transfer into the guaranteed
    interest option 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.

10.A NEW SUBSECTION IS ADDED IMMEDIATELY AFTER THE CHART UNDER "WITHDRAWING
   YOUR ACCOUNT VALUE" IN "ACCESSING YOUR MONEY" IN THE PROSPECTUS AS FOLLOWS:

RESTRICTIONS ON WITHDRAWALS FROM THE GUARANTEED INTEREST OPTION:

The maximum amount that may be withdrawn from the guaranteed interest option in
any participation year is the greatest of:

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

(b)the sum of the total of all amounts transferred at your request from the
   guaranteed interest option to any of the investment options plus amounts
   withdrawn from your account balance under the contract in the prior
   participation year (including any amounts withdrawn for a plan-to-plan
   direct transfer or a contract exchange under the same plan, but not
   including any amounts that were withdrawn as a result of a distributable
   event as set forth in the contract); or

(c)25% of amounts transferred or allocated to the guaranteed interest option
   during the current participation year.

   These limitations are more fully described in your participation certificate.

11.THE FOLLOWING IS ADDED AS THE LAST SENTENCE OF THE FIRST PARAGRAPH UNDER
   "LOANS UNDER TSA, GOVERNMENTAL EMPLOYER EDC AND CORPORATE TRUSTEED
   CONTRACTS" IN "ACCESSING YOUR MONEY" IN THE PROSPECTUS:

Any participant loan requests require contract holder approval.

12.THE FOLLOWING IS ADDED AFTER THE SECTION ENTITLED "TERMINATION" IN
   "ACCESSING YOUR MONEY" IN THE PROSPECTUS:

EQUI-VEST(R) VANTAGE/SM/ ACTS TERMINATION OF PARTICIPATION

We may terminate the participant's participation under the EQUI-VEST(R)
Vantage/SM/ ACTS contract and pay that participant the account value under the
certificate if:

(1)the account value under the certificate is less than $500 and that
   participant has not made contributions under the certificate for a period of
   three years;

(2)a participant requests a partial withdrawal that reduces the account value
   under the certificate to an amount of less than $500;

(3)a participant has not made any contributions under the certificate within
   120 days from his or her participation date; or

(4)the plan is no longer qualified under Section 403(b) of the Code and the
   EQUI-VEST(R) Vantage/SM/ ACTS contract is terminated by us.

We will deduct the amount of any outstanding loan balance from the account
value when we terminate a participant's participation under the contract.

The contract holder may discontinue an EQUI-VEST(R) Vantage/SM/ ACTS contract.
Discontinuance of a contract means that the contract holder will not permit any
further salary deferrals to be made under the contract. If and as permitted by
the plan, and subject to the annual withdrawal restriction from the guaranteed
interest option, the participant may withdraw any portion of the account value
under the certificate and: (i) transfer, exchange or directly roll over such
amounts to the employer-designated funding vehicle; (ii) directly roll over
such amounts to another eligible retirement plan; (iii) retain such amounts, if
permitted under federal tax law; or (iv) maintain such account value with us.

                                      9






An EQUI-VEST(R) Vantage/SM/ ACTS contract may be terminated only after all
participation under the contract is terminated.

13.THE FOLLOWING IS ADDED AFTER THE INFORMATION UNDER "FOR ALL SERIES ISSUED IN
   NEW YORK -- FIXED MATURITY OPTIONS/(1)/" IN "CHARGES AND EXPENSES" IN THE
   PROSPECTUS:

CHARGES UNDER EQUI-VEST(R) VANTAGE/SM/ ACTS CONTRACTS

CHARGE AGAINST THE SEPARATE ACCOUNT

We deduct this charge against the assets in the separate account to compensate
us for mortality and expense risks, as well as administrative and financial
accounting expenses under the contract. The charge is deducted daily at an
annual rate of 0.40% of daily net assets attributable to all certificates under
the group contract.

The mortality risk we assume is the risk that participants as a group will live
for a longer time than our actuarial tables predict. If that happens, we would
be paying more in annuity benefits than we planned. We assume a mortality risk
to the extent that at the time of death, the guaranteed 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 certificates than we expect. To
the extent that the mortality and expense risk charges are not needed to cover
the actual expenses incurred, they may be considered an indirect reimbursement
for certain sales and promotional expenses relating to the certificates. A
participant's participation certificate will set forth the applicable separate
account charge.

We will determine the separate account charge pursuant to our established
actuarial procedures, and will not discriminate unreasonably or unfairly
against participants under any EQUI-VEST/SM/ Vantage/SM/ ACTS contracts.

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.

14.THE SECOND PARAGRAPH IN "DISTRIBUTIONS FROM QUALIFIED PLANS AND TSAS" UNDER
   "WITHDRAWAL RESTRICTIONS" IN "TAX INFORMATION" IN THE PROSPECTUS IS AMENDED
   IN THE FOLLOWING MANNER:

The phrase in the first sentence of the paragraph "or to your account balance
attributable to employer contributions" is deleted in its entirety.

15.IN "DISTRIBUTION OF THE CONTRACTS", PLEASE NOTE THE FOLLOWING:

The contribution-based compensation described in the subsection entitled, "AXA
Advisors Compensation" applies to all participation certificates issued on or
before August 24, 2012. For participation certificates issued after this date,
the following replaces the first paragraph of this section:

AXA Equitable pays compensation to AXA Advisors to reimburse AXA Advisors for
salaries paid to financial professionals that are involved in the establishment
of new participation certificates. The salaries paid to financial professionals
are predetermined amounts and are not based on contributions to the
participation certificates.

                                      10





Appendix I: Condensed financial information

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


The following table shows the accumulation unit values and the number of
outstanding units for each variable investment option under each contract
series at the last business day of the periods shown. The unit values and
number of units outstanding are for contracts offered under SEPARATE ACCOUNT A
with the same daily asset charge of 0.40%. The information presented is shown
for the past ten years, or from the first year the particular contracts were
offered if less than ten years ago.

EQUI-VEST(R) VANTAGE/SM/ ACTS CONTRACTS

THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.40%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





----------------------------------------------------------------------------
                                            FOR THE YEAR ENDING DECEMBER 31,
                                            --------------------------------
                                             2012       2013       2014
----------------------------------------------------------------------------
                                                         
AXA 400 MANAGED VOLATILITY
----------------------------------------------------------------------------
   Unit value                               $104.96    $137.65    $149.17
----------------------------------------------------------------------------
   Number of units outstanding (000's)           --          1          2
----------------------------------------------------------------------------
AXA INTERNATIONAL CORE MANAGED VOLATILITY
----------------------------------------------------------------------------
   Unit value                               $109.68    $129.07    $ 91.71
----------------------------------------------------------------------------
   Number of units outstanding (000's)           --         --         --
----------------------------------------------------------------------------
AXA INTERNATIONAL VALUE MANAGED VOLATILITY
----------------------------------------------------------------------------
   Unit value                               $109.45    $130.08    $120.26
----------------------------------------------------------------------------
   Number of units outstanding (000's)           38         39         39
----------------------------------------------------------------------------
AXA LARGE CAP VALUE MANAGED VOLATILITY
----------------------------------------------------------------------------
   Unit value                               $103.13    $136.08    $152.11
----------------------------------------------------------------------------
   Number of units outstanding (000's)           26         26         25
----------------------------------------------------------------------------
AXA MODERATE ALLOCATION
----------------------------------------------------------------------------
   Unit value                               $102.42    $115.38    $118.40
----------------------------------------------------------------------------
   Number of units outstanding (000's)           27         30         30
----------------------------------------------------------------------------
AXA/FRANKLIN BALANCED MANAGED VOLATILITY
----------------------------------------------------------------------------
   Unit value                               $102.12    $116.54    $123.27
----------------------------------------------------------------------------
   Number of units outstanding (000's)           --         --          1
----------------------------------------------------------------------------
AXA/LOOMIS SAYLES GROWTH
----------------------------------------------------------------------------
   Unit value                               $ 99.99    $126.74    $136.11
----------------------------------------------------------------------------
   Number of units outstanding (000's)           --         --         --
----------------------------------------------------------------------------
EQ/CALVERT SOCIALLY RESPONSIBLE
----------------------------------------------------------------------------
   Unit value                               $101.42    $135.70    $153.55
----------------------------------------------------------------------------
   Number of units outstanding (000's)            2          2          3
----------------------------------------------------------------------------
EQ/COMMON STOCK INDEX
----------------------------------------------------------------------------
   Unit value                               $101.97    $134.54    $150.16
----------------------------------------------------------------------------
   Number of units outstanding (000's)           10         11         11
----------------------------------------------------------------------------
EQ/CORE BOND INDEX
----------------------------------------------------------------------------
   Unit value                               $101.06    $ 99.05    $101.04
----------------------------------------------------------------------------
   Number of units outstanding (000's)            7          8          9
----------------------------------------------------------------------------



                                      I-1

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.40%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-------------------------------------------------------------------------
                                         FOR THE YEAR ENDING DECEMBER 31,
                                         --------------------------------
                                          2012       2013       2014
-------------------------------------------------------------------------
                                                      
EQ/EQUITY 500 INDEX
-------------------------------------------------------------------------
   Unit value                            $101.23    $132.60    $149.21
-------------------------------------------------------------------------
   Number of units outstanding (000's)        38         39         43
-------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY VALUE
-------------------------------------------------------------------------
   Unit value                            $107.99    $149.63    $153.61
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --          2          3
-------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY INDEX
-------------------------------------------------------------------------
   Unit value                            $109.85    $132.91    $123.24
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --          2
-------------------------------------------------------------------------
EQ/JPMORGAN VALUE OPPORTUNITIES
-------------------------------------------------------------------------
   Unit value                            $104.59    $141.45    $161.14
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --          1
-------------------------------------------------------------------------
EQ/MFS INTERNATIONAL GROWTH
-------------------------------------------------------------------------
   Unit value                            $108.44    $122.75    $116.14
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --          2          3
-------------------------------------------------------------------------
EQ/MID CAP INDEX
-------------------------------------------------------------------------
   Unit value                            $105.09    $138.77    $150.64
-------------------------------------------------------------------------
   Number of units outstanding (000's)        41         42         43
-------------------------------------------------------------------------
EQ/MONEY MARKET
-------------------------------------------------------------------------
   Unit value                            $ 99.85    $ 99.45    $ 99.05
-------------------------------------------------------------------------
   Number of units outstanding (000's)         3          2          2
-------------------------------------------------------------------------
EQ/MORGAN STANLEY MID CAP GROWTH
-------------------------------------------------------------------------
   Unit value                            $102.88    $141.96    $140.39
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --          1
-------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX
-------------------------------------------------------------------------
   Unit value                            $104.81    $143.48    $149.84
-------------------------------------------------------------------------
   Number of units outstanding (000's)        41         42         42
-------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH STOCK
-------------------------------------------------------------------------
   Unit value                            $101.45    $139.36    $150.80
-------------------------------------------------------------------------
   Number of units outstanding (000's)        21         24         25
-------------------------------------------------------------------------
IVY FUNDS VIP ENERGY
-------------------------------------------------------------------------
   Unit value                            $100.32    $127.66    $113.72
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --          2          4
-------------------------------------------------------------------------
MFS(R) UTILITIES SERIES
-------------------------------------------------------------------------
   Unit value                            $104.12    $124.67    $139.65
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --          1          4
-------------------------------------------------------------------------
MULTIMANAGER CORE BOND
-------------------------------------------------------------------------
   Unit value                            $101.59    $ 98.80    $102.09
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --          2          2
-------------------------------------------------------------------------



                                      I-2

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION







THE UNIT VALUES AND NUMBERS OF UNITS OUTSTANDING SHOWN BELOW ARE FOR CONTRACTS
OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY ASSET CHARGE OF 0.40%.
UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014. (CONTINUED)





-------------------------------------------------------------------------
                                         FOR THE YEAR ENDING DECEMBER 31,
                                         --------------------------------
                                          2012       2013       2014
-------------------------------------------------------------------------
                                                      
MULTIMANAGER MID CAP VALUE
-------------------------------------------------------------------------
   Unit value                            $106.24    $143.47    $150.53
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --          1
-------------------------------------------------------------------------
TARGET 2015 ALLOCATION
-------------------------------------------------------------------------
   Unit value                            $103.12    $117.16    $120.15
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --         --
-------------------------------------------------------------------------
TARGET 2025 ALLOCATION
-------------------------------------------------------------------------
   Unit value                            $103.50    $122.78    $127.22
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --         --
-------------------------------------------------------------------------
TARGET 2035 ALLOCATION
-------------------------------------------------------------------------
   Unit value                            $103.77    $126.36    $131.50
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --          1
-------------------------------------------------------------------------
TARGET 2045 ALLOCATION
-------------------------------------------------------------------------
   Unit value                            $104.11    $129.85    $135.51
-------------------------------------------------------------------------
   Number of units outstanding (000's)        --         --         --
-------------------------------------------------------------------------





  EQUI-VEST(R) 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.


   Copyright 2015 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

                                      I-3

                  APPENDIX I: CONDENSED FINANCIAL INFORMATION






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA CONTRACTS (SERIES 200)/(1)/ OFFERED TO EMPLOYEES OF
    CERTAIN NON-PROFIT ORGANIZATIONS WITHIN THE STATE OF OREGON

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

We offer the EQUI-VEST(R) series 200 contracts, as described below ("Modified
Oregon TSA Contracts"), to fund plans that meet the requirements of Internal
Revenue Code Section 403(b) ("Section 403(b) plans") sponsored by certain
Section 501(c)(3) non-profit organizations, within the State of Oregon
("employer"). Modified Oregon TSA Contracts are available only when an employer
(i) makes contributions to a Section 403(b) plan; (ii) has entered into an
agreement with us that permits us to offer Modified Oregon TSA Contracts as a
funding vehicle for its 403(b) plan; and (iii) has at least $10 million in
existing assets to fund Modified Oregon TSA Contracts in its 403(b) plan.

This Supplement describes the material differences between the series 200
contracts described in the prospectus and the Modified Oregon TSA Contracts.
Certain of the modifications relate to the separate account asset-based charges
for the variable investment options under Modified Oregon TSA Contracts. These
charges are lowered from a maximum of 1.49% on certain variable investment
options to 0.90% on all variable investment options. The Class IB/B shares of
either AXA Premier VIP Trust or EQ Advisors Trust (the "Trusts") are available
under Modified Oregon TSA Contracts. The series 200 contracts described in the
prospectus include Class IA shares of certain Trusts, which are not offered
under Modified Oregon TSA Contracts.

For purposes of this Supplement, the term "annuitant" refers to holders of
current contracts (contract number 11947CT-I/(1)/, and certificate numbers
11934T/(1)/ and 92TSAAOR00) and the Modified Oregon TSA Contracts offered
hereunder. Terms and other provisions not defined or modified in this
Supplement are the same as in the prospectus.

Because you are purchasing an annuity contract as a Tax Sheltered Annuity
(TSA), you should be aware that such annuities do not provide tax deferral
benefits beyond those already provided by the Internal Revenue Code. Before
purchasing one of these annuities, 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 with any
other investment that you may use in connection with your retirement plan or
arrangement. (For more information, see "Tax information" in the prospectus.)

THE FIRST BULLET IN "FEES AND CHARGES" UNDER "EQUI-VEST(R) EMPLOYER-SPONSORED
RETIREMENT PROGRAMS AT A GLANCE -- KEY FEATURES" SECTION IN THE PROSPECTUS HAS
BEEN MODIFIED FOR OREGON TSA CONTRACTS, AS FOLLOWS:

We deduct a daily charge on amounts invested in the variable investment options
for mortality and expense risks and other expenses at an annual rate of 0.90%.
-------------
(1)For in-force contracts, your contract series may be Series 100.


                      FOR USE ONLY IN THE STATE OF OREGON


                                                                        #792939






Fee table

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

The following tables are applicable to Modified Oregon TSA Contracts and
describe the fees and expenses that you will pay when buying, owning, and
surrendering the contract. Please also see the discussion of the modifications
to "charges and expenses" as set forth later in this Supplement.

The first table describes fees and expenses that you will pay at the time that
you surrender the contract, purchase a Variable Immediate Annuity payout option
or make certain transfers and exchanges. Charges designed to approximate
certain taxes that may be imposed on us, such as premium taxes in your state,
may also apply. Charges for certain features shown in the fee table are
mutually exclusive.

-------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT AT THE TIME YOU REQUEST CERTAIN
 TRANSACTIONS
-------------------------------------------------------------------------------
Withdrawal charge as a percentage of
the amount withdrawn (deducted if you
surrender your contract or make
certain withdrawals).                   0%

The withdrawal charge is waived; therefore all references in the prospectus
to "withdrawal charge" or "10% free withdrawal amount" are deleted in their
entirety.

Special services charges

 .   Wire transfer charge/(1)/          $90 (current and maximum)

 .   Express mail charge/(1)/           $35 (current and maximum)
-------------------------------------------------------------------------------


The next table describes the fees and expenses that you will pay
periodically during the time that you own the contract, not including
underlying trust portfolio fees and expenses.

-------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
-------------------------------------------------------------------------------
Annual administrative charge:           $0
The annual administrative charge is waived; therefore all references in the
prospectus to "annual administrative charge" or "administrative charge" are
deleted in their entirety.
-------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN
 ANNUAL PERCENTAGE OF DAILY NET ASSETS
-------------------------------------------------------------------------------

Separate account annual expenses:

Mortality and expense risks/(2)/        0.65%

Other expenses/(3)/                     0.25%

TOTAL SEPARATE ACCOUNT A ANNUAL         0.90%
EXPENSES/(4)/
-------------------------------------------------------------------------------

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 2014
(expenses that are deducted from portfolio assets including
management fees, 12b-1 fees, service fees, and/or other      Lowest Highest
expenses)/(*)/                                               0.62%  2.98%
---------------------------------------------------------------------------



Notes:


(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
   Management Group, LLC has agreed to make payments or waive its management,
   administrative and other fees to limit the expenses of certain affiliated
   Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
   the Trust's Board of Trustees consents to an earlier revision or termination
   of this agreement). The Expense Limitation Arrangement may be terminated by
   AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
   The range of expenses in the table above does not include the effect of any
   Expense Limitation Arrangement. The range of expense in the table below
   includes the effect of the Expense Limitation Arrangements.





       -----------------------------------------------------------------
        PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN
        ANNUAL PERCENTAGE OF DAILY NET ASSETS
       -----------------------------------------------------------------
                                                           
       Total Annual Portfolio Operating Expenses for
       2014 after the effect of Expense Limitation        Lowest Highest
       Arrangements/(5)/                                  0.62%  1.43%
       -----------------------------------------------------------------



                                      2








   For complete information regarding the Expense Limitation Arrangements see
   the prospectuses for the underlying Portfolios.

(1)Unless you specify otherwise, this charge will be deducted from the amount
   you request.
(2)A portion of this charge is for providing the death benefit.
(3)This charge is for financial accounting and other administrative services
   relating to the contract.
(4)Total Separate Account A charges annual expenses of the variable investment
   options (not including the Trusts' fees and other expenses) are guaranteed
   not to exceed a total annual rate of 0.90%.

(5)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated
   amounts for options added during the fiscal year 2014, if applicable, and
   for the underlying portfolios. In addition, the "Lowest" represents the
   total annual operating expenses of the EQ/Equity 500 Index Portfolio. The
   "Highest" represents the total annual operating expenses of the All Asset
   Aggressive-Alt 25 Portfolio. For more information, see the prospectuses for
   the Portfolios.


THE SECTION ENTITLED "CHARGES UNDER THE CONTRACTS" UNDER "CHARGES AND EXPENSES"
SECTION IN THE PROSPECTUS HAS BEEN MODIFIED AS FOLLOWS:

MORTALITY AND EXPENSE RISKS CHARGE. The following information replaces the
first paragraph of this section.

We deduct a daily charge from the net assets in each variable investment option
to compensate us for mortality and expense risks, including the minimum death
benefit. The daily charge is equivalent to an annual rate of 0.65% of the net
assets in each of the variable investment options.

CHARGE FOR OTHER EXPENSES. The following information replaces this section in
its entirety:

We deduct this daily charge from the net assets in each variable investment
option. The daily charge is equivalent to an annual rate of 0.25% of the net
assets in each variable investment option. The charge is to reimburse us for
the cost of financial accounting services we provide under the contracts.

                                      3







CONDENSED FINANCIAL INFORMATION

EQUI-VEST(R) MODIFIED OREGON TSA CONTRACT

THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.85 $109.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       3
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.60 $119.19 $113.99 $126.51 $143.08 $145.18
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       2       4       7      10      12
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.33 $105.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.50 $100.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       6
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.90 $109.05 $125.86 $164.25 $177.09
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.50 $110.17 $125.36 $162.66 $181.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $123.95 $109.88 $125.70 $171.15 $176.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.64 $151.47 $159.36 $ 96.03 $121.13 $135.74 $124.42 $140.78 $176.39 $183.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       5       9      19      70     120     155     191     255     283
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.55 $116.64 $120.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       4
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.09 $115.00 $120.57 $106.32 $115.72 $123.01 $124.22 $128.74 $133.12 $135.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3      12      24      31      37      46      56
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.93 $112.73 $115.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.61 $105.11 $106.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------



                                       4







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.91 $122.77 $128.34 $102.48 $116.20 $125.60 $123.59 $131.51 $143.67 $146.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       7      10      28      50      65      79      96     103
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $258.05 $350.50 $493.27 $208.48 $310.04 $342.45 $297.57 $344.97 $411.47 $414.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       2       2       3       3       3       2       6       6
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.94 $139.38 $159.14 $ 86.97 $116.64 $126.25 $103.93 $119.79 $139.51 $129.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       5       5       6      10      23      28      30      33      46
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.66 $ 92.90 $107.33 $128.82 $119.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       1       2       3
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.80 $160.43 $175.18 $ 98.96 $127.74 $134.27 $111.55 $129.86 $153.56 $141.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        10      14      20      21      36      49      44      46      52      51
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 95.21 $106.56 $109.70 $ 68.05 $ 85.32 $ 96.54 $ 91.62 $104.40 $136.11 $150.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       3       5       5       5       5       6
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.96 $ 93.95 $107.65 $ 65.89 $ 88.06 $ 99.88 $ 95.36 $107.48 $144.21 $158.75
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       3       3       3       5       5       4       6      24
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.34 $147.18 $139.22 $ 78.18 $ 93.31 $104.20 $ 98.03 $112.55 $147.76 $164.33
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      18      16      15      14      17      16      15      31      30
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $160.54 $178.95 $174.50 $104.51 $140.70 $170.75 $153.26 $180.17 $237.61 $261.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       4       4       4       6       8       7       6      12      12
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.21 $126.31 $133.43 $100.17 $116.47 $127.21 $123.38 $133.44 $149.58 $153.13
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        23      22      19      17      15      15      15      15      11      11
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.17 $120.66 $125.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       7
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.46 $143.50 $151.29 $102.29 $123.62 $136.66 $128.72 $142.26 $168.88 $173.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      16      35      59     160     246     297     342     393     417
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.43 $105.62 $ 71.38 $ 92.33 $101.84 $101.01 $111.34 $126.42 $133.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7       6       8      12      12      11      14      16
------------------------------------------------------------------------------------------------------------------------



                                       5







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $103.24 $ 98.12 $ 64.76 $ 82.29 $101.33 $ 90.80 $105.13 $142.40 $144.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       3       3       2       3       3
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.43 $ 59.69 $ 75.98 $ 83.12 $ 78.72 $ 89.49 $109.34 $114.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       3       6       8       9      10      12      13
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.43 $117.07 $140.16 $ 93.21 $119.84 $128.52 $131.03 $146.18 $184.38 $197.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       5       7       8       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.25 $108.03 $ 66.27 $ 82.17 $ 91.15 $ 86.31 $ 97.68 $125.14 $136.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       6       6       6       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.73 $108.98 $ 63.91 $ 82.36 $ 88.15 $ 80.10 $ 94.73 $119.17 $119.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       3       7       8       8      11      12
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.16 $108.02 $110.41 $ 83.70 $ 90.94 $ 96.10 $100.07 $104.45 $102.61 $104.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       5       5       5       5       5       4       5       4
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.18 $133.44 $137.10 $ 78.65 $104.86 $132.65 $110.84 $122.33 $179.16 $172.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       3       2       3       4       5       5       5       5
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $186.98 $215.15 $192.22 $118.36 $148.28 $182.96 $164.97 $190.90 $270.01 $253.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      10      13      12      12      13      12      11      13      12
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.50 $119.15 $123.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       2
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.81 $139.15 $160.90 $ 88.24 $118.65 $156.68 $154.27 $176.70 $241.96 $248.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       4       4       4       4       4       4       5       4
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $158.27 $189.64 $190.15 $119.54 $154.34 $171.74 $164.91 $185.71 $253.48 $275.57
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       4       4       4       4       6       6      10      11
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.64 $129.46 $133.03 $ 89.25 $ 98.66 $113.13 $111.67 $130.28 $170.11 $183.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3       8      13      15      17      24      24
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 89.61 $ 93.45 $103.84 $ 56.37 $ 73.12 $ 81.53 $ 81.02 $ 93.73 $124.77 $140.48
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       3       4       4       5       5       5       7       7
------------------------------------------------------------------------------------------------------------------------



                                       6







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.50 $136.03 $137.03 $ 81.94 $106.74 $122.49 $126.25 $146.89 $191.81 $210.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        14      14      25      22      24      23      16      14      14      14
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $100.06 $109.76 $112.55 $ 62.69 $ 79.72 $ 91.54 $ 91.20 $104.47 $137.15 $152.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        50      43      29      25      23      22      20      18      15      14
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.13 $118.73 $121.31 $109.47 $111.40 $116.78 $121.28 $123.99 $120.91 $122.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       4       6       7      13      16      17      22      26      31
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.70 $ 90.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $107.63 $122.77 $127.68 $ 79.31 $ 98.92 $112.13 $112.80 $128.81 $167.88 $187.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        11      12      11      11      12      14      14      15      29      32
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.35 $117.15 $120.07 $102.54 $118.51 $128.75 $129.31 $134.87 $148.34 $149.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       3       4       5       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.17 $137.99 $149.46 $102.70 $143.97 $189.25 $180.99 $211.38 $291.41 $297.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       5       8      18      37      54      67      92     103
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.60 $100.03 $108.35 $114.34 $115.54 $121.72 $125.93 $129.44 $125.05 $125.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       5       7      12      19      23      24      25
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.58 $102.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.34 $133.20 $141.06 $144.81 $140.25 $144.85 $151.15 $151.25 $147.43 $148.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       2       2       2       2       2       2       2       1
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.39 $148.60 $164.52 $ 80.34 $101.19 $105.51 $ 91.81 $105.78 $127.34 $117.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      12      11      10      10      12      12      11      19      19
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.60 $120.15 $116.08 $ 72.53 $ 92.30 $105.39 $102.37 $120.13 $160.76 $173.52
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       4       4       5       8      24
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.75 $130.93 $128.17 $ 76.49 $100.30 $111.64 $104.85 $120.58 $162.26 $183.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------



                                       7







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 72.38 $ 71.34 $ 80.58 $ 50.89 $ 68.69 $ 78.93 $ 80.07 $ 91.03 $119.52 $132.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       6       9       9      11      14      18      23      27      34
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.52 $112.77 $105.13 $ 45.11 $ 53.26 $ 60.50 $ 59.76 $ 69.05 $ 90.04 $100.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1      10       6      19      20      32      38
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.34 $143.61 $165.37 $ 97.87 $133.11 $151.63 $134.16 $159.14 $179.23 $168.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       2       3       5      16      25      34      40      39
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.75 $132.35 $141.69 $ 71.21 $ 96.16 $119.83 $115.90 $134.47 $176.67 $190.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      19      24      25      43      54      55      57      73      85
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.78 $108.50 $112.59 $113.93 $112.89 $111.89 $110.88 $109.88 $108.89 $107.92
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       1      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.11 $134.38 $163.01 $ 85.09 $132.45 $173.65 $158.84 $171.19 $235.04 $231.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3       4      11      27      45      60      67      69
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.10 $116.38 $ 68.34 $ 93.87 $107.16 $ 97.04 $115.76 $144.92 $146.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       6       8       9      15      17
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.99 $ 97.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       5
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.64 $ 99.13 $109.51 $104.14 $111.46 $111.38 $110.17 $110.81 $109.90 $108.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7      15      20      28      27      28      32      33
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $134.77 $138.66 $143.64 $133.03 $139.83 $147.22 $147.68 $150.23 $145.48 $148.36
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       5       4       4       4       4       4       4       3
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.68 $166.44 $161.92 $105.69 $132.11 $164.72 $156.72 $179.44 $244.43 $253.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       6       7       8      19      26      25      26      31      33
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.73 $109.14 $115.97 $ 66.42 $ 93.88 $108.29 $105.23 $124.02 $169.52 $182.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       4       4      10      27      45      62      71      72
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.12 $133.62 $133.96 $ 79.61 $104.49 $117.08 $112.75 $126.12 $169.40 $192.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       2       3       4
------------------------------------------------------------------------------------------------------------------------



                                       8







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





--------------------------------------------------------------------------------------------------------------------
                                                              FOR THE YEARS ENDING DECEMBER 31,
                                         ---------------------------------------------------------------------------
                                          2005   2006   2007    2008   2009   2010    2011    2012    2013    2014
--------------------------------------------------------------------------------------------------------------------
                                                                               
 EQ/WELLS FARGO OMEGA GROWTH
--------------------------------------------------------------------------------------------------------------------
   Unit value                            $86.57 $90.83 $100.21 $71.89 $99.96 $116.19 $108.38 $129.35 $178.27 $183.38
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        2      3       2      2      3      11      17      20      29      33
--------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $117.74 $113.43 $130.55 $169.42 $187.47
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --       1       7      16      27      36
--------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $107.80 $ 99.78 $116.87 $153.52 $172.35
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --      --       1       1       2
--------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $110.84 $102.45 $129.80 $131.77 $149.31
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --      --       1       2       3
--------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     --      -- $ 95.26 $110.41 $116.82 $117.60
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --      --       3       4       6
--------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $109.72 $101.13 $115.51 $135.90 $134.79
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --       1       2       3       3
--------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $114.82 $106.39 $116.62 $148.47 $153.27
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --       1       2       2       3
--------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $124.50 $122.16 $137.59 $186.92 $189.10
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --      --       1       1       1
--------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $128.73 $115.99 $116.53 $147.53 $130.76
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --       2       5       6       9
--------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $106.38 $110.97 $130.46 $142.86 $144.28
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --       4      18      35      52
--------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     --      -- $ 89.94 $101.21 $130.33 $139.32
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --       1       6      14      20
--------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $112.82 $ 99.95 $104.16 $147.99 $148.99
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --      --      --      --      --      --
--------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
--------------------------------------------------------------------------------------------------------------------
   Unit value                                --     --      --     --     -- $113.56 $ 92.25 $111.57 $109.19 $103.19
--------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)       --     --      --     --     --       2      12      23      37      50
--------------------------------------------------------------------------------------------------------------------



                                       9







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.32 $108.36 $124.49 $157.46 $157.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       5      13      21      31
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.07 $118.44 $136.95 $176.50 $194.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.04 $111.25 $131.01 $171.04 $187.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.21 $119.39 $135.19 $180.48 $197.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       3       4       6
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.95 $117.11 $131.39 $156.53 $174.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       3       7      13      23
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 63.86 $ 66.63 $ 73.67 $ 39.00 $ 53.16 $ 62.06 $ 57.71 $ 65.40 $ 89.07 $ 97.85
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        34      29      21      20      19      19      14      14      11      10
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.42 $117.67 $123.90 $125.82 $135.05 $142.14 $149.04 $155.78 $150.75 $154.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       6      10      13      16      16      17
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.93 $111.81 $123.99 $ 69.33 $ 97.40 $122.48 $111.81 $127.92 $177.69 $184.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       3       4       4       4       6       6       7      10      10
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.26 $142.42 $141.27 $ 89.64 $128.24 $158.75 $136.35 $155.14 $208.47 $217.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       5       7       8       9      11      11
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.96 $108.42 $127.01 $ 66.61 $104.59 $122.00 $115.08 $129.35 $173.81 $195.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       6       6       5       7      10      10      12      12      13
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.47 $115.27 $ 79.42 $ 94.68 $103.90 $100.06 $109.93 $124.27 $126.80
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       3       6      14      14      16      18      15
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.42 $116.42 $ 74.97 $ 91.54 $101.54 $ 96.70 $108.15 $127.64 $131.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       5      15      19      22      29      31
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.31 $117.39 $ 72.08 $ 89.69 $100.20 $ 94.68 $107.07 $129.72 $134.33
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       2       4      11      13      15      19      22
------------------------------------------------------------------------------------------------------------------------



                                      10







THE UNIT VALUES AND NUMBER OF UNITS OUTSTANDING SHOWN BELOW AS OF DECEMBER 31,
2014 ARE FOR CONTRACTS OFFERED UNDER SEPARATE ACCOUNT A WITH THE SAME DAILY
ASSET CHARGE OF 0.90%. (CONTINUED)





-----------------------------------------------------------------------------------------------------------------
                                                            FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010   2011   2012    2013    2014
-----------------------------------------------------------------------------------------------------------------
                                                                            
 TARGET 2045 ALLOCATION
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --  $111.10 $118.69 $69.01 $87.37 $98.09 $91.83 $105.04 $130.35 $135.35
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --      1      4      7      9      11      13      16
-----------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
-----------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --     -- $83.18 $ 84.99 $ 92.90 $ 74.25
-----------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --     --      2       6      10      13
-----------------------------------------------------------------------------------------------------------------









  EQUI-VEST(R) 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.


   Copyright 2015 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

                                      11






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 EQUI-VEST(R) EMPLOYER-SPONSORED
RETIREMENT PLANS PROSPECTUS, SUPPLEMENT TO PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION ("SAI") FOR:


..   EQUI-VEST(R) TSA SERIES 100 AND 200 CERTIFICATES AND CONTRACTS AND EDC
    SERIES 200 CONTRACTS (THE "MODIFIED CONTRACTS") FOR THE DOUGLAS COUNTY
    SCHOOL DISTRICT, COLORADO.

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers the Modified Contracts described below to participants in
the TSA and EDC Plans for the Douglas County School District, Colorado. This
Supplement describes the material differences between the Modified Contracts
and the EQUI-VEST(R) series 100 and 200 certificates/ contracts described in
the prospectus. Material differences between the Modified Contracts and the TSA
and EDC provisions described in the series 100 and 200 prospectus include the
following:

A. ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
   therefore, all references in the prospectus to "annual administrative
   charge" or "administrative charge" are deleted in their entirety.

B. WITHDRAWAL CHARGES. The following changes are made to reflect the changes in
   circumstances under which withdrawal charges are imposed:

   1. The next to last bullet in "Additional features" under "EQUI-VEST(R)
      Employer-Sponsored Retirement Plans at a glance -- key features" is
      deleted in its entirety and replaced with the following:

     .   Waiver of withdrawal charge under certain circumstances and contracts.
         See "Charges and expenses" later in this prospectus.

   2. In the section "Charges and expenses" of the prospectus, under
      "Withdrawal charge for series 100 and 200 contracts,""For SEP, SARSEP,
      TSA, EDC and Annuitant-Owned HR-10 contracts," the fifth paragraph and
      bulleted statement that follow that paragraph are replaced with the
      following:

      No withdrawal charge applies under TSA or EDC contracts if:

     .   The annuitant separates from service at any time;

     .   The annuitant has qualified to receive Social Security disability
         benefits as certified by the Social Security Administration or is
         totally disabled;

     .   The annuitant makes a withdrawal to satisfy minimum distribution
         requirements;

     .   The annuitant elects a withdrawal that qualifies as a hardship
         withdrawal (or for EDC, an unforeseeable emergency withdrawal) under
         the Internal Revenue Code;

     .   We receive proof satisfactory to us (including certification by a
         licensed physician) that the annuitant's life expectancy is six months
         or less; or

     .   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
         services, 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, U.S. Virgin Islands, or Guam) 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.

 For use with TSA and EDC certificates/contracts of the Douglas County School
                              District, Colorado


                                                                        #792940








C. CURRENT TOTAL SEPARATE ACCOUNT A ANNUAL EXPENSES. The following changes are
   made to reflect a change in the current total Separate Account A annual
   expenses:

   1. The following sentence is added at the end of the first bullet in "Fees
      and charges" under the "EQUI-VEST(R) Employer-Sponsored Retirement Plans
      at a glance -- key features" in the prospectus: For series 100 and 200
      Modified Contracts only, we deduct a daily charge on amounts invested in
      the variable investment options for mortality and expense risks and other
      expenses at a current annual rate of 0.90%.

   2. The following footnote(+) is added to "Maximum total Separate Account A
      annual expenses" under "Fee table" in the prospectus:

      (+) For Modified Contracts, the current total Separate Account A annual
      charge is 0.90% of the value of the assets in each variable investment
      option (this reflects a decrease in the current charge for the mortality
      and expense risk charge or other expenses).

   3. The section entitled, "Charges under the contracts" under "Charges and
      expenses" is modified as follows:

         MORTALITY AND EXPENSE RISKS CHARGE. The following information replaces
         the first paragraph (including the chart) of this section:

         We deduct a daily charge from the net assets in each variable
         investment option to compensate us for mortality and expense risks,
         including the death benefit. The daily charge is equivalent to an
         annual rate of 0.65% of the net assets in each of the variable
         investment options.

         CHARGE FOR OTHER EXPENSES. The following information replaces this
         section in its entirety:

         We deduct a daily charge from the net assets in each variable
         investment option to reimburse us for the cost of financial accounting
         services we provide under the contracts. The daily charge is
         equivalent to an annual rate of 0.25% of the net assets in each of the
         variable investment options.


D. CONDENSED FINANCIAL INFORMATION. The unit values and number of units
   outstanding shown below as of December 31, 2014 are for contracts offered
   under Separate Account A with the same daily asset charge of 0.90%.

EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------
                                                          FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------
                                         2005 2006 2007 2008  2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------
                                                                       
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --       --      --      --      -- $107.85 $109.35
------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --       --      --      --      --      --       3
------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --  $104.60 $119.19 $113.99 $126.51 $143.08 $145.18
------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --        1       2       4       7      10      12
------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --       --      --      --      -- $104.33 $105.90
------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --       --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUNDSM
------------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --       --      --      --      -- $ 96.50 $100.55
------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --       --      --      --      --       1       6
------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --       -- $119.90 $109.05 $125.86 $164.25 $177.09
------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --       --      --      --      --       1       1
------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --       -- $115.50 $110.17 $125.36 $162.66 $181.49
------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --       --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------



                                      2







EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $123.95 $109.88 $125.70 $171.15 $176.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.64 $151.47 $159.36 $ 96.03 $121.13 $135.74 $124.42 $140.78 $176.39 $183.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       5       9      19      70     120     155     191     255     283
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.55 $116.64 $120.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       4
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.09 $115.00 $120.57 $106.32 $115.72 $123.01 $124.22 $128.74 $133.12 $135.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3      12      24      31      37      46      56
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.93 $112.73 $115.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.61 $105.11 $106.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.91 $122.77 $128.34 $102.48 $116.20 $125.60 $123.59 $131.51 $143.67 $146.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       7      10      28      50      65      79      96     103
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $217.56 $295.50 $415.87 $175.77 $261.39 $288.71 $250.88 $290.84 $346.90 $349.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       6       9       9      13      21      27      32      33      33
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.94 $139.38 $159.14 $ 86.97 $116.64 $126.25 $103.93 $119.79 $139.51 $129.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       5       5       6      10      23      28      30      33      46
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.66 $ 92.90 $107.33 $128.82 $119.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       1       2       3
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.80 $160.43 $175.18 $ 98.96 $127.74 $134.27 $111.55 $129.86 $153.56 $141.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        10      14      20      21      36      49      44      46      52      51
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 95.21 $106.56 $109.70 $ 68.05 $ 85.32 $ 96.54 $ 91.62 $104.40 $136.11 $150.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       3       5       5       5       5       6
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.96 $104.93 $120.23 $ 73.59 $ 98.35 $111.55 $106.50 $120.04 $161.06 $177.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        25      26      26      24      23      24      28      27      22      75
------------------------------------------------------------------------------------------------------------------------



                                      3







EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.34 $147.18 $139.36 $ 78.71 $ 94.08 $105.27 $ 99.31 $114.03 $149.69 $166.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      18      22      61      63      66      65      59      56      57
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.73 $144.61 $141.01 $ 84.45 $113.69 $137.98 $123.85 $145.59 $192.00 $210.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      16      19      14      31      36      35      35      36      34
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $183.99 $201.66 $212.90 $159.75 $185.70 $202.78 $196.64 $212.01 $237.67 $243.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        56      60      67      64     113     166     198     223      33      32
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.17 $120.66 $125.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       7
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.46 $143.50 $151.29 $102.29 $123.62 $136.66 $128.72 $142.26 $168.88 $173.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      16      35      59     160     246     297     342     393     417
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.43 $105.62 $ 71.38 $ 92.33 $101.84 $101.01 $111.34 $126.42 $133.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7       6       8      12      12      11      14      16
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.37 $ 98.12 $ 64.76 $ 82.29 $101.33 $ 90.80 $105.13 $142.40 $144.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       3       3       2       3       3
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.43 $ 59.69 $ 75.98 $ 83.12 $ 78.72 $ 89.49 $109.34 $114.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       3       6       8       9      10      12      13
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.43 $117.07 $140.16 $ 93.21 $119.84 $128.52 $131.03 $146.18 $184.38 $197.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       5       7       8       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.25 $108.03 $ 66.27 $ 82.17 $ 91.15 $ 86.31 $ 97.68 $125.14 $136.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       6       6       6       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.73 $108.98 $ 63.91 $ 82.36 $ 88.15 $ 80.10 $ 94.73 $119.17 $119.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       3       7       8       8      11      12
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $144.66 $157.99 $161.88 $123.02 $134.01 $141.96 $148.19 $154.67 $151.74 $153.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       5       4       5       8      11      16      16      17
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.18 $133.44 $137.10 $ 78.65 $104.86 $132.65 $110.84 $122.33 $179.16 $172.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       3       2       3       4       5       5       5       5
------------------------------------------------------------------------------------------------------------------------



                                      4







EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $186.98 $215.15 $192.22 $118.36 $148.28 $182.96 $164.97 $190.90 $270.01 $253.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      10      13      12      12      13      12      11      13      12
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.50 $119.15 $123.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       2
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $179.44 $194.31 $225.25 $123.85 $166.93 $220.99 $218.13 $249.86 $342.12 $351.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        11      11      12      10      11      12      14      14      14      15
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $161.99 $194.11 $194.62 $122.36 $157.97 $175.97 $168.80 $190.08 $259.45 $282.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9       9      12      12      22      40      54      67      75      79
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.64 $129.46 $133.03 $ 89.25 $ 98.66 $113.13 $111.67 $130.28 $170.11 $183.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3       8      13      15      17      24      24
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 89.61 $ 93.45 $103.84 $ 56.37 $ 73.12 $ 81.53 $ 81.02 $ 93.73 $124.77 $140.48
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       3       4       4       5       5       5       7       7
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.50 $136.03 $137.03 $ 81.94 $106.74 $122.49 $126.25 $146.89 $191.81 $210.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        14      14      25      22      24      23      16      14      14      14
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $206.24 $226.80 $233.16 $130.18 $165.98 $191.06 $190.83 $218.60 $286.97 $318.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        65      65      67      57      62      63      58      52      50      47
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.13 $118.73 $121.31 $109.47 $111.40 $116.78 $121.28 $123.99 $120.91 $122.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       4       6       7      13      16      17      22      26      31
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.70 $ 90.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $197.59 $225.93 $235.57 $146.69 $183.42 $208.43 $210.20 $240.04 $312.84 $350.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        23      26      28      27      42      54      58      61      66      70
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.35 $117.15 $120.07 $102.54 $118.51 $128.75 $129.31 $134.87 $148.34 $149.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       3       4       5       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.17 $137.99 $149.46 $102.70 $143.97 $189.25 $180.99 $211.38 $291.41 $297.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       5       8      18      37      54      67      92     103
------------------------------------------------------------------------------------------------------------------------



                                      5







EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.60 $100.03 $108.35 $114.34 $115.54 $121.72 $125.93 $129.44 $125.05 $125.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       5       7      12      19      23      24      25
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.58 $102.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $151.99 $155.73 $165.32 $170.15 $165.19 $171.04 $178.93 $179.04 $174.52 $175.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       3       3       4       3       3       4       5       5       5
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $147.18 $180.59 $200.46 $ 98.14 $123.91 $129.53 $112.99 $130.18 $156.71 $144.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        28      31      36      35      45      47      47      48      50      55
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.60 $120.15 $116.08 $ 72.53 $ 92.30 $105.39 $102.37 $120.13 $160.76 $173.52
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       4       4       5       8      24
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.96 $132.37 $129.59 $ 77.34 $101.41 $112.88 $106.01 $121.92 $164.06 $185.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       7       5       6       6       6       7       8       9
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 72.38 $ 71.34 $ 80.58 $ 50.08 $ 68.69 $ 78.93 $ 80.07 $ 91.03 $119.52 $132.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       6       9       9      11      14      18      23      27      34
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.52 $112.77 $105.13 $ 45.11 $ 53.26 $ 60.50 $ 59.76 $ 69.05 $ 90.04 $100.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1      10       6      19      20      32      38
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.34 $143.61 $165.37 $ 97.87 $133.11 $151.63 $134.16 $159.14 $179.23 $168.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       2       3       5      16      25      34      40      39
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.75 $132.35 $141.69 $ 71.21 $ 96.16 $119.83 $115.90 $134.47 $176.67 $190.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      19      24      25      43      54      55      57      73      85
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.47 $135.41 $140.86 $142.90 $142.03 $140.88 $139.62 $138.36 $137.11 $135.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        19      19      26      27      25      23      24      26      27      27
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.11 $134.38 $163.01 $ 85.09 $132.45 $173.65 $158.84 $171.19 $235.04 $231.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3       4      11      27      45      60      67      69
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.10 $116.38 $ 68.34 $ 93.87 $107.16 $ 97.04 $115.76 $144.92 $146.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       6       8       9      15      17
------------------------------------------------------------------------------------------------------------------------



                                      6






EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.99 $ 97.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       5
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.64 $ 99.13 $109.51 $104.14 $111.46 $111.38 $110.17 $110.81 $109.90 $108.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7      15      20      28      27      28      32      33
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.70 $169.90 $176.45 $163.80 $172.52 $182.03 $183.03 $186.20 $180.32 $183.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       4       6       4       8       9       9      10       9      10
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.68 $166.44 $161.92 $105.69 $132.11 $164.72 $156.72 $179.44 $244.43 $253.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       6       7       8      19      26      25      26      31      33
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.73 $109.14 $115.97 $ 66.42 $ 93.88 $108.29 $105.23 $124.02 $169.52 $182.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       4       4      10      27      45      62      71      72
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.12 $133.62 $133.96 $ 79.61 $104.49 $117.08 $112.75 $126.12 $169.40 $192.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       2       3       4
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 86.57 $ 90.83 $100.21 $ 71.89 $ 99.96 $116.19 $108.38 $129.35 $178.27 $183.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       2       2       3      11      17      20      29      33
------------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $117.74 $113.43 $130.55 $169.42 $187.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       7      16      27      36
------------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $107.80 $ 99.78 $116.87 $153.52 $172.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       5       2
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.84 $102.45 $129.80 $131.77 $149.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 95.26 $110.41 $116.82 $117.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       3       4       6
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $109.72 $101.13 $115.51 $135.90 $134.79
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       3       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $114.82 $106.39 $116.62 $148.47 $153.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       3
------------------------------------------------------------------------------------------------------------------------



                                      7






EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 INVESCO V.I. SMALL CAP EQUITY FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $124.50 $122.16 $137.59 $186.92 $189.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $128.73 $115.99 $116.53 $147.53 $130.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       2       5       6       9
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.38 $110.97 $130.46 $142.86 $144.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       4      18      35      52
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 89.94 $101.21 $130.33 $139.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       6      14      20
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $112.82 $ 99.95 $104.16 $147.99 $148.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.56 $ 92.25 $111.57 $109.19 $103.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2      12      23      37      50
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.32 $108.36 $124.49 $157.46 $157.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       5      13      21      31
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.07 $118.44 $136.95 $176.50 $194.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.04 $111.25 $131.01 $171.04 $187.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.21 $119.39 $135.19 $180.48 $197.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       3       4       6
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.95 $117.11 $131.39 $156.53 $174.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       3       7      13      23
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.39 $107.97 $119.48 $ 63.29 $ 86.31 $100.86 $ 93.90 $106.27 $144.71 $158.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        54      53      52      38      44      50      49      42      23      22
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.42 $117.67 $123.90 $125.82 $135.05 $142.14 $149.04 $155.78 $150.75 $154.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       6      10      13      16      16      17
------------------------------------------------------------------------------------------------------------------------



                                      8






EQUI-VEST(R) MODIFIED DOUGLAS COUNTY SCHOOL DISTRICT (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH VARIABLE INVESTMENT
OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR AFTER
DECEMBER 31, 2014.





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
 MULTIMANAGER MID CAP GROWTH
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.93 $111.81 $123.99 $69.33 $ 97.40 $122.48 $111.81 $127.92 $177.69 $184.65
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       3       4      4       4       6       6       7      10      10
-----------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.26 $142.42 $141.27 $89.64 $128.24 $158.75 $136.35 $155.14 $208.47 $217.62
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3      3       5       7       8       9      11      11
-----------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.96 $108.42 $127.01 $66.61 $104.59 $122.00 $115.08 $129.35 $173.81 $195.59
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       6       6      5       7      10      10      12      12      13
-----------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.47 $115.27 $79.42 $ 94.68 $103.90 $100.06 $109.93 $124.27 $126.80
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1      3       6      14      14      16      18      15
-----------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.42 $116.42 $74.97 $ 91.54 $101.54 $ 96.70 $108.15 $127.64 $131.59
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      1       5      15      19      22      29      31
-----------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.31 $117.39 $72.08 $ 89.69 $100.20 $ 94.68 $107.07 $129.72 $134.33
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1      2       4      11      13      15      19      22
-----------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.10 $118.69 $69.01 $ 87.37 $ 98.09 $ 91.83 $105.04 $130.35 $135.35
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      1       4       7       9      11      13      16
-----------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      -- $ 83.18 $ 84.99 $ 92.90 $ 74.25
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --       2       6      10      13
-----------------------------------------------------------------------------------------------------------------------



Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus).

  EQUI-VEST(R) 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.


   Copyright 2015 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

                                      9






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA SERIES 200 CERTIFICATES AND CONTRACTS (THE "MODIFIED TSA
    CONTRACTS") FOR FROEDTERT MEMORIAL LUTHERAN HOSPITAL

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers the Modified TSA Contracts as described below, to
participants in the TSA Plan for Froedtert Memorial Lutheran Hospital. The
Modified Contract is no longer available for new participants. This Supplement
describes the material differences between the Modified TSA Contracts and the
EQUI-VEST(R) series 200 contracts described in the prospectus. Material
differences between the Modified TSA Contracts and the TSA provisions described
in the EQUI-VEST(R) series 200 prospectus include the following:

A. ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
   therefore, all references in the prospectus to "annual administrative
   charge" or "administrative charge" are deleted in their entirety.

B. WITHDRAWAL CHARGES. The following changes are made to reflect the changes in
   circumstances under which withdrawal charges are imposed:

   1. The next to the last bullet in "Additional features" under "EQUI-VEST(R)
      employer-sponsored retirement programs at a glance -- key features" is
      deleted in its entirety and replaced by the following:

     .   Waiver of withdrawal charge under certain circumstances and contracts.
         See "Charges and expenses" later in this prospectus.

   2. In the section "Charges and expenses" of the prospectus, under "For SEP,
      SARSEP, TSA, EDC and Annuitant-Owned HR-10 contracts" the sentence "No
      withdrawal charge applies under a TSA or EDC (subject to state
      availability) contract if:" and bullet thereunder are deleted in their
      entirety FOR THE MODIFIED TSA CONTRACTS ONLY, and replaced by the
      following:

      In addition to the foregoing exceptions, no withdrawal charge applies for
      the Modified TSA Contracts if:

     .   the participant has retired from employment;

     .   the participant has separated from service at any time;

     .   the participant has qualified to receive Social Security benefits as
         certified by the Social Security Administration, or is totally
         disabled as defined in the contract;

     .   The amount withdrawn is intended to satisfy the Code's minimum
         distribution requirements (Section 401(a)(9), applicable after the
         participant turns age 70 1/2);

     .   The employer certifies to us that the amount withdrawn is defined as a
         "hardship withdrawal" pursuant to applicable Treasury Regulations.

C. CURRENT TOTAL SEPARATE ACCOUNT A ANNUAL EXPENSES. The following changes are
   made to reflect a change in the current total Separate Account A annual
   expenses:

   1. The first bullet in "Fees and charges" under the "EQUI-VEST(R)
      employer-sponsored retirement programs at a glance -- key features" in
      the prospectus is modified as follows:

     .   For series 200 Modified TSA Contracts, we deduct a daily charge on
         amounts invested in the variable investment options for mortality and
         expense risks and other expenses at a current annual rate of 0.90%.

   2. The following footnote (+) is added to "Maximum total Separate Account A
      annual expenses " under "Fee table" in the prospectus:

         (+) For the Modified TSA contracts, the current total Separate Account
         A annual charge is 0.90% of the value of the assets in each variable
         investment option (this reflects a decrease in the current charge for
         the mortality and expense risk charge).

                FOR USE ONLY WITH TSA CERTIFICATES/CONTRACTS OF
                     FROEDTERT MEMORIAL LUTHERAN HOSPITAL
                              MILWAUKEE,WISCONSIN


                                                                        #792941







3. Under "Charges under the contracts" in the "Charges and expenses" section of
   the prospectus, the following changes are made:

      The chart under "Mortality and expense risks charge" is replaced by the
   following:



              ---------------------------------------------------
                        EQ/COMMON STOCK INDEX  ALL OTHER VARIABLE
                       EQ/MONEY MARKET OPTIONS INVESTMENT OPTIONS
              ---------------------------------------------------
                                         
                                Series               Series
                                 200                  200
                       ------------------------------------------
              Current           0.65%                0.65%
              Maximum           1.24%                1.09%
              ---------------------------------------------------


4. CONDENSED FINANCIAL INFORMATION


The unit values and number of units outstanding shown below as of December 31,
2014 are for contracts offered under Separate Account A with the same daily
asset charge of 0.90%.

EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





-----------------------------------------------------------------------------------------------------------------------
                                                               FOR THE YEARS ENDING DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                          2005    2006    2007    2008   2009    2010    2011    2012    2013    2014
-----------------------------------------------------------------------------------------------------------------------
                                                                                  
 ALL ASSET AGGRESSIVE-ALT 25
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      --      --      -- $107.85 $109.35
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --      --      --       3
-----------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     -- $104.60 $119.19 $113.99 $126.51 $143.08 $145.18
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --       1       2       4       7      10      12
-----------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      --      --      -- $104.33 $105.90
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --      --      --       1
-----------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      --      --      -- $ 96.50 $100.55
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --      --      --       6
-----------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $119.90 $109.05 $125.86 $164.25 $177.09
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --      --       1       1
-----------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $115.50 $110.17 $125.36 $162.66 $181.49
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --       1       1       1
-----------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      -- $123.95 $109.88 $125.70 $171.15 $176.49
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --       1       1       1
-----------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
-----------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.64 $151.47 $159.36 $96.03 $121.13 $135.74 $124.42 $140.78 $176.39 $183.05
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       5       9     19      70     120     155     191     255     283
-----------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
-----------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --     --      --      --      -- $103.55 $116.64 $120.67
-----------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --     --      --      --      --       1       3       4
-----------------------------------------------------------------------------------------------------------------------



                                      2







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.09 $115.00 $120.57 $106.32 $115.72 $123.01 $124.22 $128.74 $133.12 $135.37
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3      12      24      31      37      46      56
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $102.93 $112.73 $115.97
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.61 $105.11 $106.87
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $113.91 $122.77 $128.34 $102.48 $116.20 $125.60 $123.59 $131.51 $143.67 $146.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       7      10      28      50      65      79      96     103
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $217.56 $295.50 $415.87 $175.77 $261.39 $288.71 $250.88 $290.84 $346.90 $349.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       6       9       9      13      21      27      32      33      33
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.94 $139.38 $159.14 $ 86.97 $116.64 $126.25 $103.93 $119.79 $139.51 $129.63
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       5       5       6      10      23      28      30      33      46
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.66 $ 92.90 $107.33 $128.82 $119.43
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       1       2       3
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $128.80 $160.43 $175.18 $ 98.96 $127.74 $134.27 $111.55 $129.86 $153.56 $141.26
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        10      14      20      21      36      49      44      46      52      51
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 95.21 $106.56 $109.70 $ 68.05 $ 85.32 $ 96.54 $ 91.62 $104.40 $136.11 $150.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       3       5       5       5       5       6
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.96 $104.93 $120.23 $ 73.59 $ 98.35 $111.55 $106.50 $120.04 $161.06 $177.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        25      26      26      24      23      24      28      27      22      75
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.34 $147.18 $139.36 $ 78.71 $ 94.08 $105.27 $ 99.31 $114.03 $149.69 $166.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      18      22      61      63      66      65      59      56      57
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $129.73 $144.61 $141.01 $ 84.45 $113.69 $137.98 $123.85 $145.59 $192.00 $210.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      16      19      14      31      36      35      35      36      34
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $183.99 $201.66 $212.90 $159.75 $185.70 $202.78 $196.64 $212.01 $237.67 $243.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        56      60      67      64     113     166     198     223      33      32
------------------------------------------------------------------------------------------------------------------------



                                       3







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.17 $120.66 $125.56
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       3       7
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.46 $143.50 $151.29 $102.29 $123.62 $136.66 $128.72 $142.26 $168.88 $173.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6      16      35      59     160     246     297     342     393     417
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.43 $105.62 $ 71.38 $ 92.33 $101.84 $101.01 $111.34 $126.42 $133.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7       6       8      12      12      11      14      16
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.37 $ 98.12 $ 64.76 $ 82.29 $101.33 $ 90.80 $105.13 $142.40 $144.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       2       3       3       2       3       3
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.43 $ 59.69 $ 75.98 $ 83.12 $ 78.72 $ 89.49 $109.34 $114.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       3       6       8       9      10      12      13
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.43 $117.07 $140.16 $ 93.21 $119.84 $128.52 $131.03 $146.18 $184.38 $197.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       5       7       8       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.25 $108.03 $ 66.27 $ 82.17 $ 91.15 $ 86.31 $ 97.68 $125.14 $136.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       6       6       6       8       8
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.73 $108.98 $ 63.91 $ 82.36 $ 88.15 $ 80.10 $ 94.73 $119.17 $119.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       3       7       8       8      11      12
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $144.66 $157.99 $161.88 $123.02 $134.01 $141.96 $148.19 $154.67 $151.74 $153.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       5       4       5       8      11      16      16      17
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.18 $133.44 $137.10 $ 78.65 $104.86 $132.65 $110.84 $122.33 $179.16 $172.91
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       3       2       3       4       5       5       5       5
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $186.98 $215.15 $192.22 $118.36 $148.28 $182.96 $164.97 $190.90 $270.01 $253.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9      10      13      12      12      13      12      11      13      12
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.50 $119.15 $123.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       2
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $179.44 $194.31 $225.25 $123.85 $166.93 $220.99 $218.13 $249.86 $342.12 $351.16
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        11      11      12      10      11      12      14      14      14      15
------------------------------------------------------------------------------------------------------------------------



                                       4







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $161.99 $194.11 $194.62 $122.36 $157.97 $175.79 $168.80 $190.08 $259.45 $282.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         9       9      12      12      22      40      54      67      75      79
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.64 $129.46 $133.03 $ 89.25 $ 98.66 $113.13 $111.67 $130.28 $170.11 $183.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       2       3       8      13      15      17      24      24
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 89.61 $ 93.45 $103.84 $ 56.37 $ 73.12 $ 81.53 $ 81.02 $ 93.73 $124.77 $140.48
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       3       4       4       5       5       5       7       7
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.50 $136.03 $137.03 $ 81.94 $106.74 $122.49 $126.25 $146.89 $191.81 $210.07
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        14      14      25      22      24      23      16      14      14      14
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $206.24 $226.80 $233.16 $130.18 $165.98 $191.06 $190.83 $218.60 $286.97 $318.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        65      65      67      57      62      63      58      52      50      47
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.13 $118.73 $121.31 $109.47 $111.40 $116.78 $121.28 $123.99 $120.91 $122.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       4       6       7      13      16      17      22      26      31
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.70 $ 90.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $197.59 $225.93 $235.57 $146.69 $183.42 $208.43 $210.20 $240.04 $312.84 $350.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        23      26      28      27      42      54      58      61      66      70
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.35 $117.15 $120.07 $102.54 $118.51 $128.75 $129.31 $134.87 $148.34 $149.42
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       3       4       5       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.17 $137.99 $149.46 $102.70 $143.97 $189.25 $180.99 $211.38 $291.41 $297.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       5       8      18      37      54      67      92     103
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.60 $100.03 $108.35 $114.34 $115.54 $121.72 $125.93 $129.44 $125.05 $125.03
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       5       7      12      19      23      24      25
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.58 $102.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $151.99 $155.73 $165.32 $170.15 $165.19 $171.04 $178.93 $179.04 $174.52 $175.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       3       3       4       3       3       4       5       5       5
------------------------------------------------------------------------------------------------------------------------



                                       5







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $147.18 $180.59 $200.46 $ 98.14 $123.91 $129.53 $112.99 $130.18 $156.71 $144.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        28      31      36      35      45      47      47      48      50      55
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.60 $120.15 $116.08 $ 72.53 $ 92.30 $105.39 $102.37 $120.13 $160.76 $173.52
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       4       4       5       8      24
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.96 $132.37 $129.59 $ 77.34 $101.41 $112.88 $106.01 $121.92 $164.06 $185.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       5       7       5       6       6       6       7       8       9
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 72.38 $ 71.34 $ 80.58 $ 50.89 $ 68.69 $ 78.93 $ 80.07 $ 91.03 $119.52 $132.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       6       9       9      11      14      18      23      27      34
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.52 $112.77 $105.13 $ 45.11 $ 53.26 $ 60.50 $ 59.76 $ 69.05 $ 90.04 $100.49
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1      10       6      19      20      32      38
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.34 $143.61 $165.37 $ 97.87 $133.11 $151.63 $134.16 $159.14 $179.23 $168.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       2       3       5      16      25      34      40      39
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.75 $132.35 $141.69 $ 71.21 $ 96.16 $119.83 $115.90 $134.47 $176.67 $190.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        15      19      24      25      43      54      55      57      73      85
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.47 $135.41 $140.86 $142.90 $142.03 $140.88 $139.62 $138.36 $137.11 $135.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        19      19      26      27      25      23      24      26      27      27
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.11 $134.38 $163.01 $ 85.09 $132.45 $173.65 $158.84 $171.19 $235.04 $231.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       3       4      11      27      45      60      67      69
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.10 $116.38 $ 68.34 $ 93.87 $107.16 $ 97.04 $115.76 $144.92 $146.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       2       6       8       9      15      17
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 90.99 $ 97.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --       1       5
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.64 $ 99.13 $109.51 $104.14 $111.46 $111.38 $110.17 $110.81 $109.90 $108.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       7      15      20      28      27      28      32      33
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.70 $169.90 $176.45 $163.80 $172.52 $182.03 $183.03 $186.20 $180.32 $183.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       4       6       4       8       9       9      10       9      10
------------------------------------------------------------------------------------------------------------------------



                                       6







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $142.68 $166.44 $161.92 $105.69 $132.11 $164.72 $156.72 $179.44 $244.43 $253.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       6       7       8      19      26      25      26      31      33
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.73 $109.14 $115.97 $ 66.42 $ 93.88 $108.29 $105.23 $124.02 $169.52 $182.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       4       4      10      27      45      62      71      72
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.12 $133.62 $133.96 $ 79.61 $104.49 $117.08 $112.75 $126.12 $169.40 $192.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       2       3       4
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 86.57 $ 90.83 $100.21 $ 71.89 $ 99.96 $116.19 $108.38 $129.35 $178.27 $183.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       3       2       2       3      11      17      20      29      33
------------------------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $117.74 $113.43 $130.55 $169.42 $187.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       7      16      27      36
------------------------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $107.80 $ 99.78 $116.87 $153.52 $172.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.84 $102.45 $129.80 $131.77 $149.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       2       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 95.26 $110.41 $116.82 $117.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       3       4       6
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $109.72 $101.13 $115.51 $135.90 $134.79
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       3       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $114.82 $106.39 $116.62 $148.47 $153.27
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $124.50 $122.16 $137.59 $186.92 $189.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       1
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $128.73 $115.99 $116.53 $147.53 $130.76
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       2       5       6       9
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.38 $110.97 $130.46 $142.86 $144.28
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       4      18      35      52
------------------------------------------------------------------------------------------------------------------------



                                       7







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
------------------------------------------------------------------------------------------------------------------------
                                                                                   
 IVY FUNDS VIP MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      -- $ 89.94 $101.21 $130.33 $139.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       6      14      20
------------------------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $112.82 $ 99.95 $104.16 $147.99 $148.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $113.56 $ 92.25 $111.57 $109.19 $103.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       2      12      23      37      50
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.32 $108.36 $124.49 $157.46 $157.81
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       5      13      21      31
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.07 $118.44 $136.95 $176.50 $194.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $115.04 $111.25 $131.01 $171.04 $187.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --       1       1       2
------------------------------------------------------------------------------------------------------------------------
 MFS(R)TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.21 $119.39 $135.19 $180.48 $197.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       3       4       6
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $110.95 $117.11 $131.39 $156.53 $174.46
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       3       7      13      23
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.39 $107.97 $119.48 $ 63.29 $ 86.31 $100.86 $ 93.90 $106.27 $144.71 $158.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        54      53      52      38      44      50      49      42      23      22
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.42 $117.67 $123.90 $125.82 $135.05 $142.14 $149.04 $155.78 $150.75 $154.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       6      10      13      16      16      17
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.93 $111.81 $123.99 $ 69.33 $ 97.40 $122.48 $111.81 $127.92 $177.69 $184.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3       3       4       4       4       6       6       7      10      10
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $125.26 $142.42 $141.27 $ 89.64 $128.24 $158.75 $136.35 $155.14 $208.47 $217.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       3       3       5       7       8       9      11      11
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $101.96 $108.42 $127.01 $ 66.61 $104.59 $122.00 $115.08 $129.35 $173.81 $195.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         6       6       6       5       7      10      10      12      12      13
------------------------------------------------------------------------------------------------------------------------



                                       8







EQUI-VEST(R) MODIFIED TSA FROEDTERT MEMORIAL LUTHERAN HOSPITAL (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014





-------------------------------------------------------------------------------------------------------------------
                                                             FOR THE YEARS ENDING DECEMBER 31,
                                         --------------------------------------------------------------------------
                                         2005  2006    2007    2008   2009   2010    2011    2012    2013    2014
-------------------------------------------------------------------------------------------------------------------
                                                                              
 TARGET 2015 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $108.47 $115.27 $79.42 $94.68 $103.90 $100.06 $109.93 $124.27 $126.80
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       1      3      6      14      14      16      18      15
-------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $109.42 $116.42 $74.97 $91.54 $101.54 $ 96.70 $108.15 $127.64 $131.59
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --      1      5      15      19      22      29      31
-------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $110.31 $117.39 $72.08 $89.69 $100.20 $ 94.68 $107.07 $129.72 $134.33
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --       1      2      4      11      13      15      19      22
-------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --  $111.10 $118.69 $69.01 $87.37 $ 98.09 $ 91.83 $105.04 $130.35 $135.35
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --      1      4       7       9      11      13      16
-------------------------------------------------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND
-------------------------------------------------------------------------------------------------------------------
   Unit value                             --       --      --     --     --      -- $ 83.18 $ 84.99 $ 92.90 $ 74.25
-------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --       --      --     --     --      --       2       6      10      13
-------------------------------------------------------------------------------------------------------------------



Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus).


                FOR USE ONLY WITH TSA CERTIFICATES/CONTRACTS OF
                     FROEDTERT MEMORIAL LUTHERAN HOSPITAL
                              MILWAUKEE,WISCONSIN

  EQUI-VEST(R) 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.


   Copyright 2015 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

                                       9






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015, TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA CONTRACTS (SERIES 100) FOR NEW YORK CITY HOUSING
    DEVELOPMENT CORPORATION

--------------------------------------------------------------------------------
This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

This Supplement describes the material differences between NY Housing TSA
Contracts and the EQUI-VEST(R) Series 100 contracts described in the
prospectus. The contract is no longer available for new participants.

A. ADMINISTRATIVE CHARGE. The annual administrative charge is waived,
   therefore, all references in the prospectus to "annual administrative
   charge" or "administrative charge" are deleted in their entirety.

B. WITHDRAWAL CHARGES. The following changes are made to reflect the changes in
   circumstances under which withdrawal charges are imposed.

   1. Under "Fees and charges" in EQUI-VEST(R) in Employer-Sponsored Retirement
      Plans at a glance -- key features, the following is added after the first
      sentence under "Withdrawal charge" in the prospectus:

     .   NY Housing TSA contracts under series 100: We deduct a charge equal to
         6% of any amount withdrawn above the 10% free corridor.

   2. The following chart is added under the chart in "For SEP, SARSEP, TSA,
      EDC and Annuitant-Owned HR-10 contracts" under "Charges and expenses," in
      the prospectus:

      FOR NY HOUSING TSA CONTRACTS.



                      -----------------------------------
                      CONTRACT YEAR(S)  WITHDRAWAL CHARGE
                      -----------------------------------
                                     
                        1 through 5             6%
                      -----------------------------------
                        6 and later             0
                      -----------------------------------


C. CURRENT TOTAL SEPARATE ACCOUNT A ANNUAL EXPENSES. The following changes are
   made to reflect a change in the current Total Separate Account A annual
   expenses.

   The following footnote (+), is added to "Maximum total Separate Account A
   annual expenses" under "Fee table," in the prospectus:

   + For NY Housing TSA contracts in series 100, the current "Mortality and
   expense risk charge" is 0.45% and the current "Other expenses" is 0.25%,
   resulting in the current "Total Separate Account A annual expenses" of 0.70%.

D. CONDENSED FINANCIAL INFORMATION



                  FOR USE ONLY WITH NY HOUSING TSA CONTRACTS.


                                                                        #792942








EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT CORPORATION

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account A with the same daily asset charge of 0.70%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET AGGRESSIVE-ALT 25
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $107.99 $109.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      -- $104.67 $119.50 $114.52 $127.35 $144.32 $146.74
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $104.46 $106.25
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 96.62 $100.88
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 400 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $106.41 $ 96.98 $112.15 $146.65 $158.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 500 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $103.49 $ 98.92 $112.78 $146.64 $163.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA 2000 MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $105.25 $ 93.48 $107.16 $146.20 $151.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA AGGRESSIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.23 $152.46 $160.73 $ 97.05 $122.66 $137.73 $126.51 $143.43 $180.07 $187.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       2       3       5       6       8       7       9
------------------------------------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.68 $117.03 $121.32
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.58 $115.75 $121.61 $107.45 $117.19 $124.82 $126.30 $131.16 $135.89 $138.47
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       2       1
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.06 $113.10 $116.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $101.74 $105.46 $107.44
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA CONSERVATIVE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $114.43 $123.58 $129.44 $103.57 $117.67 $127.45 $125.66 $133.98 $146.67 $150.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2       2       3       3       4       4
------------------------------------------------------------------------------------------------------------------------



                                      2







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $220.86 $300.59 $423.88 $179.52 $267.50 $296.06 $257.78 $299.45 $357.89 $361.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       6       7       6       7       6       6       6       6
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $119.46 $141.46 $161.85 $ 88.62 $119.10 $129.17 $106.55 $123.06 $143.61 $133.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1      --      --      --       2       3       3       4       3       5
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $104.53 $ 87.14 $100.88 $121.32 $112.71
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA INTERNATIONAL VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $130.47 $162.83 $178.16 $100.84 $130.43 $137.38 $114.36 $133.40 $158.07 $145.70
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       6      10      15      22      28      31       5       5       5
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP CORE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 96.43 $108.15 $111.57 $ 69.35 $ 87.12 $ 98.78 $ 93.93 $107.25 $140.10 $155.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP GROWTH MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.43 $106.74 $122.55 $ 75.16 $100.65 $114.39 $109.43 $123.60 $166.16 $183.29
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         4       4       3       2       3       3       3       4       4      13
------------------------------------------------------------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.92 $149.38 $141.72 $ 80.21 $ 96.07 $107.70 $101.82 $117.14 $154.09 $171.72
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       9       4       4       7      10       9      10      10      13
------------------------------------------------------------------------------------------------------------------------
 AXA MID CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $131.69 $147.09 $143.72 $ 86.25 $116.35 $141.49 $127.25 $149.90 $198.08 $218.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       5       6       6       6       6       6
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $152.68 $167.68 $177.39 $133.37 $155.35 $169.97 $165.16 $178.43 $200.42 $205.05
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2      --       2       3       8      12      10      13      16      16
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $104.30 $121.06 $126.23
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA MODERATE-PLUS ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $127.03 $144.44 $152.59 $103.37 $125.19 $138.67 $130.88 $144.93 $172.40 $177.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       2       6       8      11      13      17      17
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN BALANCED MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $104.50 $105.90 $ 71.71 $ 92.95 $102.73 $102.10 $112.76 $128.29 $135.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5       4       2       2       2       2       2       2
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.44 $ 98.38 $ 65.06 $ 82.84 $102.22 $ 91.78 $106.47 $144.51 $146.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------



                                      3







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      -- $ 95.55 $ 59.88 $ 76.39 $ 83.73 $ 79.45 $ 90.51 $110.81 $116.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.70 $117.59 $141.07 $ 94.01 $121.11 $130.14 $132.95 $148.63 $187.84 $201.11
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.32 $108.32 $ 66.58 $ 82.72 $ 91.95 $ 87.24 $ 98.93 $127.00 $138.34
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2       1       1       1      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $107.79 $109.27 $ 64.21 $ 82.91 $ 88.92 $ 80.96 $ 95.94 $120.94 $121.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1       1       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ MULTI-SECTOR BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $109.88 $120.25 $123.46 $ 94.01 $102.61 $108.92 $113.93 $119.15 $117.13 $119.08
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       2       2       2       2
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $122.48 $134.04 $138.00 $ 79.32 $105.97 $134.32 $112.47 $124.38 $182.52 $176.51
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 CHARTER/SM/ SMALL CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $189.39 $218.37 $195.49 $120.62 $151.41 $187.20 $169.13 $196.11 $277.93 $261.89
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      -- $103.63 $119.54 $124.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $141.82 $153.88 $178.75 $ 98.47 $133.00 $176.42 $174.49 $200.28 $274.79 $282.62
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       2       2       2       3       3       3       3       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $164.45 $197.45 $198.37 $124.97 $161.67 $180.26 $173.44 $195.71 $267.66 $291.58
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       4       6       7       9       9       9
------------------------------------------------------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.92 $130.03 $133.89 $ 90.01 $ 99.70 $114.56 $113.30 $132.46 $173.30 $187.01
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       2       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/CALVERT SOCIALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 90.77 $ 94.85 $105.61 $ 57.45 $ 74.66 $ 83.42 $ 83.06 $ 96.29 $128.44 $144.90
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --       1       1       1       2       3       3       2       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/CAPITAL GUARDIAN RESEARCH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.08 $138.06 $139.36 $ 83.50 $108.99 $125.33 $129.43 $150.90 $197.44 $216.67
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       1       1       1       2       2       2       2       2       2
------------------------------------------------------------------------------------------------------------------------



                                      4







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $144.65 $159.38 $164.19 $ 91.86 $117.35 $135.36 $135.46 $155.49 $204.53 $227.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        12      --      --      13      20      22      22      24      22      21
------------------------------------------------------------------------------------------------------------------------
 EQ/CORE BOND INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $116.07 $119.94 $122.80 $111.04 $113.23 $118.93 $123.77 $126.78 $123.89 $125.99
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         1       2       3       4       6       7       8       3       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 94.82 $ 91.19
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $138.41 $158.58 $165.68 $103.38 $129.53 $147.48 $149.04 $170.53 $222.70 $249.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         5       6       5       8      11      14      20      21      17      17
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $105.50 $117.55 $120.71 $103.30 $119.63 $130.22 $131.06 $136.97 $150.95 $152.35
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1      --       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $117.46 $138.61 $150.43 $103.58 $145.49 $191.63 $183.65 $214.91 $296.87 $303.84
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       2       2       4       5       6       7       8       8
------------------------------------------------------------------------------------------------------------------------
 EQ/GLOBAL BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 97.65 $100.28 $108.84 $115.09 $116.53 $123.01 $127.52 $131.34 $127.15 $127.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       2       1       2       3       3       3       3
------------------------------------------------------------------------------------------------------------------------
 EQ/HIGH YIELD BOND PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $101.71 $102.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $140.44 $144.18 $153.38 $158.17 $153.88 $159.65 $167.34 $167.79 $163.88 $165.23
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       2
------------------------------------------------------------------------------------------------------------------------
 EQ/INTERNATIONAL EQUITY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $136.25 $167.52 $186.32 $ 91.40 $115.64 $121.12 $105.87 $122.23 $147.43 $136.30
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         3      --      --       5       5      12       7      10       8       9
------------------------------------------------------------------------------------------------------------------------
 EQ/INVESCO COMSTOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $104.74 $120.55 $116.70 $ 73.07 $ 93.17 $106.60 $103.75 $122.00 $163.59 $176.93
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/JPMORGAN VALUE OPPORTUNITIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $112.65 $134.65 $132.08 $ 78.99 $103.78 $115.75 $108.93 $125.53 $169.26 $192.24
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1      --       1      --       1
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 73.31 $ 72.40 $ 81.95 $ 51.86 $ 70.14 $ 80.76 $ 82.09 $ 93.51 $123.03 $137.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       2       2       2       3
------------------------------------------------------------------------------------------------------------------------



                                      5







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 EQ/LARGE CAP VALUE INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $106.57 $113.05 $105.61 $ 45.40 $ 53.72 $ 61.14 $ 60.51 $ 70.06 $ 91.55 $102.38
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       1       1       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.49 $144.09 $166.26 $ 98.60 $134.37 $153.37 $135.98 $161.62 $182.39 $172.04
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       2       3       3       4       3
------------------------------------------------------------------------------------------------------------------------
 EQ/MID CAP INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $121.04 $134.05 $143.79 $ 72.41 $ 97.99 $122.35 $118.58 $137.85 $181.48 $196.41
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       5       9      12      22      30      33       7       9       9
------------------------------------------------------------------------------------------------------------------------
 EQ/MONEY MARKET
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $123.61 $128.55 $134.00 $136.21 $135.65 $134.83 $133.89 $132.95 $132.02 $131.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       1      12      --       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $124.27 $134.83 $163.89 $ 85.72 $133.70 $175.64 $160.99 $173.86 $239.18 $235.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2       2       4       3       4       4
------------------------------------------------------------------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.17 $116.68 $ 68.66 $ 94.50 $108.09 $ 98.09 $117.24 $147.07 $148.66
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       3       3       2       2
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      --      --      --      -- $ 91.11 $ 97.59
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 99.78 $ 99.47 $110.10 $104.91 $112.51 $112.66 $111.66 $112.53 $111.84 $110.96
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       3       5       5       6       6       6
------------------------------------------------------------------------------------------------------------------------
 EQ/QUALITY BOND PLUS
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $147.47 $152.43 $158.62 $147.55 $155.71 $164.63 $165.87 $169.08 $164.07 $167.65
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       2       2       1       1       1
------------------------------------------------------------------------------------------------------------------------
 EQ/SMALL COMPANY INDEX
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $143.86 $168.15 $163.91 $107.21 $134.28 $167.76 $159.93 $183.49 $250.45 $260.75
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         2       4       7      10      16      23      24       4       4       4
------------------------------------------------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.01 $109.62 $116.72 $ 66.99 $ 94.88 $109.66 $106.77 $126.10 $172.70 $186.31
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --       5       7      11      16      18       4       4       6
------------------------------------------------------------------------------------------------------------------------
 EQ/UBS GROWTH AND INCOME
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $118.41 $134.22 $134.84 $ 80.29 $105.59 $118.55 $114.40 $128.23 $172.57 $196.12
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2      --      --      --      --       2
------------------------------------------------------------------------------------------------------------------------
 EQ/WELLS FARGO OMEGA GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 87.69 $ 92.19 $101.91 $ 73.26 $102.07 $118.88 $111.11 $132.88 $183.51 $189.14
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       3       4       5       6       6       6
------------------------------------------------------------------------------------------------------------------------



                                      6







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





---------------------------------------------------------------------------------------------------------
                                                        FOR THE YEARS ENDING DECEMBER 31,
                                         ----------------------------------------------------------------
                                         2005 2006 2007 2008 2009  2010    2011    2012    2013    2014
                                                                    
---------------------------------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.24 $102.56 $118.28 $153.81 $170.53
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $107.95 $100.12 $117.50 $154.67 $173.99
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $110.99 $102.80 $130.51 $132.75 $150.73
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 95.38 $110.78 $117.44 $118.47
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --       1
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $109.87 $101.48 $116.14 $136.91 $136.07
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $104.63 $ 97.14 $106.70 $136.11 $140.79
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $108.96 $107.13 $120.91 $164.58 $166.84
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP ENERGY
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $113.92 $102.85 $103.54 $131.35 $116.66
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.45 $111.26 $131.08 $143.83 $145.54
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --       1       2       2
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --       -- $ 90.05 $101.55 $131.02 $140.34
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --       1       1
---------------------------------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $112.98 $100.29 $104.73 $149.09 $150.41
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $113.64 $ 92.49 $112.10 $109.93 $104.10
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --       3       5       4       6
---------------------------------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO
---------------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --  $106.34 $103.72 $119.40 $151.32 $151.97
---------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --       --      --      --      --      --
---------------------------------------------------------------------------------------------------------



                                      7







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





------------------------------------------------------------------------------------------------------------------------
                                                                FOR THE YEARS ENDING DECEMBER 31,
                                         -------------------------------------------------------------------------------
                                          2005    2006    2007    2008    2009    2010    2011    2012    2013    2014
                                                                                   
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.15 $118.75 $137.59 $177.69 $196.06
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $102.23 $ 99.06 $116.89 $152.91 $168.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------
 MFS(R) TECHNOLOGY PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $119.29 $119.71 $135.82 $181.70 $199.20
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1      --       2       2       2
------------------------------------------------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 --      --      --      --      -- $111.03 $117.43 $132.01 $157.58 $175.98
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --       2      --       1       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER AGGRESSIVE EQUITY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $ 83.12 $ 86.97 $ 96.44 $ 50.44 $ 69.95 $ 81.90 $ 76.41 $ 86.65 $118.05 $129.73
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        13      --       8      11      17      19      15      13      12       9
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER CORE BOND
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $115.34 $118.85 $125.41 $127.60 $137.24 $144.74 $152.07 $159.27 $154.43 $159.10
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --       1       1       1       1       2       2       3
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $103.76 $112.95 $125.50 $ 70.31 $ 98.99 $124.72 $114.08 $130.78 $182.04 $189.55
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       1       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $126.28 $143.86 $142.98 $ 90.91 $130.33 $161.66 $139.12 $158.62 $213.57 $223.40
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1       1       1
------------------------------------------------------------------------------------------------------------------------
 MULTIMANAGER TECHNOLOGY
------------------------------------------------------------------------------------------------------------------------
   Unit value                            $102.78 $109.51 $128.56 $ 67.56 $106.29 $124.23 $117.42 $132.25 $178.07 $200.78
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)         8      10       8       5       2       3       3       7       1       1
------------------------------------------------------------------------------------------------------------------------
 TARGET 2015 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $108.53 $115.58 $ 79.79 $ 95.32 $104.80 $101.14 $111.34 $126.12 $128.94
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       1       1      --      --
------------------------------------------------------------------------------------------------------------------------
 TARGET 2025 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $109.49 $116.73 $ 75.33 $ 92.15 $102.43 $ 97.74 $109.53 $129.54 $133.82
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --       2       3       3       4       4       3
------------------------------------------------------------------------------------------------------------------------
 TARGET 2035 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $110.38 $117.70 $ 72.42 $ 90.29 $101.07 $ 95.70 $108.44 $131.65 $136.60
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --       1       2       1       2       2
------------------------------------------------------------------------------------------------------------------------
 TARGET 2045 ALLOCATION
------------------------------------------------------------------------------------------------------------------------
   Unit value                                 -- $111.17 $119.00 $ 69.33 $ 87.96 $ 98.94 $ 92.82 $106.39 $132.29 $137.64
------------------------------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)        --      --      --      --      --      --      --      --      --      --
------------------------------------------------------------------------------------------------------------------------



                                      8







EQUI-VEST(R) TSA CONTRACTS FOR NEW YORK CITY HOUSING DEVELOPMENT
CORPORATION (CONTINUED)

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS OFFERED FOR THE FIRST TIME ON OR
AFTER DECEMBER 31, 2014.





--------------------------------------------------------------------------------------------------
                                                     FOR THE YEARS ENDING DECEMBER 31,
                                         ---------------------------------------------------------
                                         2005 2006 2007 2008 2009 2010  2011   2012   2013   2014
--------------------------------------------------------------------------------------------------
                                                              
 VAN ECK VIP GLOBAL HARD ASSETS FUND
--------------------------------------------------------------------------------------------------
   Unit value                             --   --   --   --   --   --  $83.28 $85.27 $93.39 $74.80
--------------------------------------------------------------------------------------------------
   Number of units outstanding (000's)    --   --   --   --   --   --      --     --     --      1
--------------------------------------------------------------------------------------------------





Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the Prospectus).

  EQUI-VEST(R) 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.


   Copyright 2015 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

                                      9






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015, TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers its EQUI-VEST(R) Series 100 and 200 TSA contracts to
participants in the TSA plan for the Detroit Board of Education. The contract
is no longer available for new participants. This Supplement describes the
material differences between the Series 100 and 200 TSA plan for the Detroit
Board of Education and the EQUI-VEST(R) Series 100 and 200 TSA contracts
described in the prospectus.

..   ANNUAL ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
    therefore all references in the prospectus to "annual administrative
    charge" or "administrative charge" are deleted in their entirety.

          FOR USE ONLY WITH DETROIT BOARD OF EDUCATION TSA CONTRACTS
  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792943







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   FOR EMPLOYEES OF ALLEGHENY COUNTY, PENNSYLVANIA

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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 Series 200 EDC Contracts, modified as described below (the "Modified EDC
Contracts"), are offered to employees of Allegheny County, Pennsylvania, on the
basis described in the prospectus, except that the withdrawal charge and annual
administrative charge applicable to the Modified EDC Contracts will be as
follows:

..   WITHDRAWAL CHARGE. The withdrawal charge schedule for the Modified EDC
    Contract is as follows:



                      -----------------------------------
                      CONTRACT YEAR(S)  WITHDRAWAL CHARGE
                      -----------------------------------
                                     
                            1                   6%
                            2                   5
                            3                   4
                            4                   3
                            5                   2
                            6+                  0
                      -----------------------------------


This table replaces the table in the prospectus under "Withdrawal charge for
series 100 and 200 contracts" under the heading "For SEP, SARSEP, TSA, EDC and
Annuitant-Owned HR-10 contracts" in "Charges and expenses."

No withdrawal charge will apply in the event of the:

   -- Death

   -- Disability

   -- Separation from service from Allegheny County

   -- Retirement of the participant.

..   ANNUAL ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
    therefore all references in the prospectus to "annual administrative
    charge" or "administrative charge" are deleted in their entirety.

Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus.)


  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792944







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA SERIES 200 CERTIFICATES AND CONTRACTS (THE ''MODIFIED TSA
    CONTRACTS'') FOR BROWARD COUNTY PUBLIC SCHOOLS, FLORIDA

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers the Modified TSA Contracts as described below, to
participants in the TSA Plan for Broward County Public Schools, Florida. This
Supplement describes the material differences between the Modified TSA
Contracts and the EQUI-VEST(R) series 200 contracts described in the
prospectus. Material differences between the Modified TSA Contracts and the TSA
provisions described in the EQUI-VEST(R) series 200 prospectus include the
following:

A. ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
   therefore, all references in the prospectus to "annual administrative
   charge" or "administrative charge" are deleted in their entirety.

B. WITHDRAWAL CHARGES. The following changes are made to reflect the changes in
   circumstances under which withdrawal charges are imposed:

   1. The next to the last bullet in "Additional features" under "EQUI-VEST(R)
      Employer-Sponsored Retirement Plans at a glance -- key features" is
      deleted in its entirety and replaced by the following:

     .   Waiver of withdrawal charge under certain circumstances and contracts.
         See "Charges and expenses" later in this prospectus.

   2. In the section ''Charges and expenses'' of the prospectus, under ''For
      SEP, SARSEP, TSA, EDC and Annuitant-Owned HR-10 contracts'' the following
      is added after the bullet under the heading ''No withdrawal charge
      applies under a TSA or EDC (subject to state availability) contract if:''
      FOR THE MODIFIED TSA CONTRACTS ONLY:

      No withdrawal charge applies for the Modified TSA Contracts if:

      (1)the participant has retired from employment;

      (2)the participant has separated from service at any time;

      (3)the participant has reached age 59 1/2;

      (4)the amount withdrawn is intended to satisfy the minimum distribution
         requirements;

      (5)the employer certifies to us that the amount withdrawn is a ''hardship
         withdrawal'' pursuant to applicable Treasury Regulations;

      (6)the participant is disabled (special federal income definition);

      (7)we receive proof satisfactory to us that the participant's life
         expectancy is six months or less (such proof must include, but is not
         limited to, certification by a licensed physician);

      (8)the amount withdrawn is attributable to contributions that were made
         prior to 1/1/1989, and any earnings credited on such contributions
         prior to 1/1/1989;

      (9)the participant is rolling over funds as a result of one of the
         distributable events in (1), (2), (3) and (6) above and (10) below for
         spousal beneficiaries only, or rollover of unrestricted funds in (8)
         from EQUI-VEST(R) to another third-party provider; (10) the
         participant dies and a death benefit is payable to the beneficiary;

     (11)the withdrawal is made to purchase a payout annuity from AXA Equitable.

C. MAXIMUM TOTAL SEPARATE ACCOUNT A ANNUAL EXPENSES.

     .   For series 200 Modified TSA Contracts, we currently deduct a daily
         charge on amounts invested in the variable investment options for
         mortality and expense risks and other expenses at an annual rate of
         0.90%.

Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see ''Tax
information'' in the prospectus.)

  EQUI-VEST(R) 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.


   Copyright 2015 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

For use only with TSA certificates/contracts of Broward County Public Schools,
                                    Florida


                                                                        #792945






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers a modified version of its EQUI-VEST(R) Series 200 TSA
contracts (the "Modified TSA Agreement") only to participants in qualifying
retirement programs of certain nonprofit healthcare organizations. This
Supplement describes the material differences between the Modified TSA
Agreement and the EQUI-VEST(R) Series 200 TSA contract described in the
prospectus.

Material differences between the Modified TSA Agreement and the TSA provisions
described in the prospectus include the following:

..   WITHDRAWAL CHARGE. The withdrawal charge schedule for the Modified TSA
    Agreement is as follows:



-------------------------------------------------------------
      CONTRACT YEAR(S)               WITHDRAWAL CHARGE
-------------------------------------------------------------
                            
              1                              6%
              2                              5
              3                              4
              4                              3
              5                              2
              6+                             0
-------------------------------------------------------------


This table replaces the EQUI-VEST(R) Series 200 withdrawal charge table in
"Withdrawal charge for series 100 and 200 contracts" under the heading "For
SEP, SARSEP, TSA, EDC and Annuitant-Owned HR-10 contracts" in "Charges and
expenses."

..   EXCEPTIONS TO THE WITHDRAWAL CHARGE. For the modified TSA Agreement, the
    withdrawal charge section in "Charges and expenses" has been revised to add
    the following waivers:

   No charge will be applied to any amount withdrawn from the Modified TSA
   Agreement if:

   -- The annuitant has separated from service, or

   -- The annuitant makes a withdrawal at any time and qualifies to receive
      Social Security disability benefits as certified by the Social Security
      Administration or any successor agency, or

   -- The annuitant makes a withdrawal that qualifies as a hardship withdrawal
      under the Plan and the Code.


..   ANNUAL ADMINISTRATIVE CHARGE. The annual administrative charge for
    participants under the Modified TSA Agreement is at maximum the charge
    described in the prospectus -- that is, it is equal to the lesser of $30 or
    2% of the account value on the last business day of each year (adjusted to
    include any withdrawals made during the year), to be prorated for a
    fractional year. This charge may be reduced or waived when a Modified TSA
    Agreement is used by the employer and the required participant services are
    performed at a modified or minimum level.


Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus.)

                     FOR USE ONLY IN THE STATE OF ILLINOIS

  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792946







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable will offer its EQUI-VEST(R) Series 200 TSA contracts modified
with Rider 95MDHOSP (the "Modified TSA Contract") only to employees (age 75 and
below) of hospitals and non-profit healthcare organizations doing business in
Maryland. The contract is no longer available for new participants. This
Supplement describes the material differences between the Modified TSA Contract
and the EQUI-VEST(R) Series 200 TSA contract described in the prospectus.

Material differences between the Modified TSA Contract and the TSA provisions
described in the prospectus include the following:

..   WITHDRAWAL CHARGE. The withdrawal charge schedule for the Modified TSA
    Contract is as follows:



-------------------------------------------------------------
      CONTRACT YEAR(S)               WITHDRAWAL CHARGE
-------------------------------------------------------------
                            
              1                              6%
              2                              5
              3                              4
              4                              3
              5                              2
              6+                             0
-------------------------------------------------------------


This table replaces the EQUI-VEST(R) Series 200 Withdrawal Charge table in
"Withdrawal charge for series 100 and 200 contracts" under the heading "For
SEP, SARSEP, TSA, EDC and Annuitant-Owned HR-10 contracts" in "Charges and
expenses" in the prospectus.

..   EXCEPTIONS TO THE WITHDRAWAL CHARGE. For the modified TSA Contract, the
    withdrawal charge section in "Charges and expenses" has been revised as
    follows:

   No charge will be applied to any amount withdrawn from the TSA Contract if:

   -- the annuitant has separated from service, or

   -- the annuitant makes a withdrawal that qualifies as a hardship withdrawal
      under the Plan and the Code, or

   -- the annuitant makes a withdrawal at any time and qualifies to receive
      Social Security disability benefits as certified by the Social Security
      Administration or any successor agency or

   -- the annuitant withdraws funds that were transferred on or after
      January 18, 1996 into the Modified TSA Contract from another tax
      sheltered annuity contract qualified under Section 403(b) of the Code and
      issued by an insurance company other than AXA Equitable.

..   ANNUAL ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
    therefore, all references in the prospectus to "annual administrative
    charge" or "administrative charge" are deleted in their entirety.

Because you are purchasing an annuity contract as a Tax Sheltered Annuity
(TSA), you should be aware that such annuities do not provide tax deferral
benefits beyond those already provided by the Internal Revenue Code. Before
purchasing one of these annuities, 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 with any
other investment that you may use in connection with your retirement plan or
arrangement. (For more information, see "Tax information" in the prospectus.)

..   LOANS. Loans will be available under the Modified TSA Contract when the TSA
    plan is subject to the Employee Retirement Income Security Act of 1974
    (ERISA). Only one outstanding loan will be permitted at any time. There is
    a minimum loan amount of $1,000 and a maximum loan amount which varies
    depending on the participant's account value but may never exceed $50,000.
    For more complete details and rules on Loans, see "Loans from qualified
    plans and TSAs" under "Tax information" in the prospectus.

                     FOR USE ONLY IN THE STATE OF MARYLAND

  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792947







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015, TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
SERIES 200 EMPLOYER-SPONSORED RETIREMENT PLANS


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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers its EQUI-VEST(R) Series 200 EDC contracts modified with
riders 2002EDC-WC-MI and PF 10,962, as applicable, (the ''Modified EDC
Agreement'') only to participants in the EDC plan for Wayne County, Michigan.
The contract is no longer available for new participants. This Supplement
describes the material differences between the Modified EDC Agreement and the
EQUI-VEST(R) Series 200 EDC contracts described in the prospectus.

1. EXCEPTIONS TO THE WITHDRAWAL CHARGE. In ''Charges and expenses'' under the
   section titled, ''For SEP, SARSEP, TSA, EDC and Annuitant-Owned HR-10
   contracts,'' in ''Withdrawal charge for series 100 and 200 contracts,'' the
   following exceptions are added:

  .   the Participant retires pursuant to terms of the Plan; or

  .   the Participant separates from service; or

  .   the Participant elects a hardship withdrawal that qualifies as an
      unforeseeable emergency as defined under the Internal Revenue Code and
      approved by the Plan; or

  .   we receive proof satisfactory to us that the Participant's life
      expectancy is six months or less (such proof must include, but is not
      limited to, certification by a licensed physician); or

  .   the Participant has qualified to receive Social Security disability
      benefits as certified by the Social Security Administration or is totally
      disabled. Total disability is the Participant's incapacity, resulting
      from injury or disease, to engage in any occupation for remuneration or
      profit. Such total disability must be certified as having been continuous
      for a period of at least six months prior to notice of claim and the
      Participant must continue to be deemed totally disabled.

      Written notice of claim must be given to us during the Participant's
      lifetime and during the period of total disability prior to each
      withdrawal. Along with the Notice of Claim, the Participant must submit
      acceptable proof of disability. Such proof of disability must be either
      (a) evidence of Social Security disability determination or (b) a
      statement from an independent U.S. licensed physician stating that the
      Participant meets the definition of total disability as stated above.
      Such certification must be resubmitted every 12 months. Failure to
      furnish proof of disability within the required time will not reduce any
      claim if it was not reasonably possible to do so, and, in no event,
      except in the absence of legal capacity, later than one year from the
      time proof is otherwise required.

      The withdrawal charge will apply if the conditions, as described in the
      last two items above, existed at the time the contract was issued or if
      the condition began within the 12 month period following the issuance of
      the contract.

2. ANNUAL ADMINISTRATIVE CHARGE. The following is added to the fifth paragraph
   in the section, ''Annual administrative charge,'' under ''Charges under the
   contracts,'' in the prospectus:

   For EDC contracts issued to participants in the Wayne County, Michigan, EDC
   plan, the annual administrative charge is waived if the account value is at
   least $15,000 at the end of the contract year.

Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see ''Tax
information'' in the prospectus.)

           FOR USE ONLY WITHIN WAYNE COUNTY, MICHIGAN EDC CONTRACTS

  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792948






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015, TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
SERIES 200 EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA AND EDC CONTRACTS (SERIES 200)
OFFERED TO CERTAIN PUBLIC SCHOOL EMPLOYEES WITHIN THE STATE OF VIRGINIA

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers its EQUI-VEST(R) Series 200 EDC and TSA contracts,
modified as described below, (the "Modified EDC and TSA Agreement") only to
certain participants in the EDC and TSA plans sponsored by a public education
institution within the State of Virginia. The contract is no longer available
for new participants. This Supplement describes material regarding the annual
administrative charge for EDC and TSA contracts.

..   ANNUAL ADMINISTRATIVE CHARGE. The following is added to the fifth paragraph
    in the section, "Annual administrative charge," under "Charges under the
    contracts," in the Prospectus:

   "For EDC and TSA contracts issued to certain public school participants
   within the State of Virginia, with EDC and TSA plans, the annual
   administrative charge is waived if the account value is at least $15,000 at
   the end of the contract year."

Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus.)




       FOR USE ONLY WITH EDC AND TSA CONTRACTS IN THE STATE OF VIRGINIA

  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792949







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   FOR EMPLOYEES OF EMPLOYERS ASSOCIATED WITH REAL LIVING NETWORK

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers the Series 200 Trusteed Contracts, modified as described
below (the "Modified Trusteed Contracts"), to employees of employers associated
with Real Living Network, a real estate brokerage firm, on the basis described
in the prospectus, except that the withdrawal charge applicable to the Modified
Trusteed Contracts will be waived for all plan assets invested under such
Contracts, except for any withdrawal of plan assets which were invested in the
guaranteed interest option less than 120 days prior to such withdrawal. Except
as modified above, the discussion under ''Withdrawal charge for series 100 and
200 contracts'' under "Charges and expenses" with respect to Trusteed Contracts
is applicable to the Modified Trusteed Contracts.

The annual administrative charge is waived.

Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus.)


  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792950







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA SERIES 100 AND 200 CERTIFICATES AND CONTRACTS (THE
    "MODIFIED CONTRACTS") TO THE EMPLOYEES FOR THE SCHOOL DISTRICT OF
    PHILADELPHIA IN THE STATE OF PENNSYLVANIA.
--------------------------------------------------------------------------------

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers the Modified Contracts described below to employees in the
School District of Philadelphia 403(b) Plan in the State of Pennsylvania. This
Supplement describes the material differences between the Modified Contracts
and the EQUI-VEST(R) series 100 and 200 contracts described in the prospectus.
The contract is no longer available for new participants. Material differences
between the Modified Contracts and the TSA provisions described in the series
100 and 200 prospectus include the following:

A. ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
   therefore, all references in the prospectus to "annual administrative
   charge" or "administrative charge" are deleted in their entirety.

B. WITHDRAWAL CHARGES. The following changes are made to reflect the changes in
   circumstances under which withdrawal charges are imposed:

   1. The next to last bullet in "Additional features" under "EQUI-VEST(R)
      Employer-Sponsored Retirement Plans at a glance -- key features" is
      deleted in its entirety and replaced with the following:

     .   Waiver of withdrawal charge under certain circumstances and contracts.
         See "Charges and expenses" later in this prospectus.

   2. In the section "Charges and expenses" of the prospectus, under
      "Withdrawal charge for series 100 and 200 contracts,""For SEP, SARSEP,
      TSA, EDC and Annuitant-Owned HR-10 contracts," the following is added
      after the bullet under the heading "No withdrawal charge applies under a
      TSA or EDC (subject to state availability) contract if:"

   3. FOR THE MODIFIED CONTRACTS ONLY

      No withdrawal charge applies under TSA contracts if:

     .   The participant separates from service at any time;

     .   The participant has qualified to receive Social Security disability
         benefits as certified by the Social Security Administration or is
         totally disabled;

     .   The participant makes a withdrawal to satisfy minimum distribution
         requirements;

     .   The participant elects a withdrawal that qualifies as a hardship
         withdrawal under the Internal Revenue Code;

     .   We receive proof satisfactory to us (including certification by a
         licensed physician) that the participant's life expectancy is six
         months or less;

     .   The participant 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
         services, 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, U.S. Virgin Islands, or Guam) 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;
         -- its primary service is other than to provide housing for residents;
         or

     .   The participant dies and a death benefit is payable to the beneficiary.

For use with TSA certificates/contracts of the School District of Philadelphia
                                 Pennsylvania


                                                                        #792951








Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuities, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see "Tax
information" in the prospectus.)






  EQUI-VEST(R) 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.


   Copyright 2015 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

                                      2






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE MAY 1, 2015 PROSPECTUS FOR EQUI-VEST(R)
EMPLOYER-SPONSORED RETIREMENT PLANS


..   EQUI-VEST(R) TSA SERIES 100 AND 200 CERTIFICATES AND CONTRACTS AND EDC
    SERIES 200 CONTRACTS (THE ''MODIFIED CONTRACTS'') FOR THE
    CHARLOTTE-MECKLENBERG PUBLIC SCHOOLS, NORTH CAROLINA.

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

This Supplement modifies certain information in the above-referenced
prospectus, supplements to prospectus and statement 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.

AXA Equitable offers the Modified Contracts described below to participants in
the TSA and EDC Plans for Charlotte-Mecklenberg Public Schools, North Carolina.
This contract is no longer available for new participants. This Supplement
describes the material differences between the Modified Contracts and the
EQUI-VEST(R) series 100 and 200 contracts described in the prospectus. Material
differences between the Modified Contracts and the TSA and EDC provisions
described in the series 100 and 200 prospectus include the following:

A. ADMINISTRATIVE CHARGE. The annual administrative charge is waived;
   therefore, all references in the prospectus to ''annual administrative
   charge'' or ''administrative charge'' are deleted in their entirety.

B. WITHDRAWAL CHARGES. The following changes are made to reflect the changes in
   circumstances under which withdrawal charges are imposed:

   1. The next to last bullet in ''Additional features'' under ''EQUI-VEST(R)
      Employer-Sponsored Retirement Plans at a glance -- key features'' is
      deleted in its entirety and replaced with the following:

     .   Waiver of withdrawal charge under certain circumstances and contracts.
         See ''Charges and expenses'' later in this prospectus.

   2. In the section ''Charges and expenses'' of the prospectus, under
      ''Withdrawal charge for series 100 and 200 contracts,''''For SEP, SARSEP,
      TSA, EDC and Annuitant-Owned HR-10 contracts,'' the fifth paragraph and
      bulleted statement that follow that paragraph are replaced with the
      following:

      No withdrawal charge applies under TSA or EDC contracts if:

     .   The annuitant separates from service at any time;

     .   The annuitant has qualified to receive Social Security disability
         benefits as certified by the Social Security Administration or is
         totally disabled;

     .   The annuitant retires from employment;

     .   The annuitant makes a withdrawal to satisfy minimum distribution
         requirements; or

     .   The annuitant elects a withdrawal that qualifies as a hardship
         withdrawal (or for EDC, an unforeseeable emergency withdrawal) under
         the Internal Revenue Code.

Because you are purchasing an annuity contract to fund a qualified employer
sponsored retirement arrangement, you should be aware that such annuitities do
not provide tax deferral benefits beyond those already provided by the Internal
Revenue Code. Before purchasing one of these annuitites, 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 with any other investment that you may use in connection
with your retirement plan or arrangement. (For more information, see ''Tax
information'' in the prospectus.)

 For use with TSA and EDC certificates/contracts of the Charlotte-Mecklenberg
                         Public Schools North Carolina

  EQUI-VEST(R) 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.


   Copyright 2015 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


                                                                        #792952







AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE CURRENT PROSPECTUSES AND SUPPLEMENTS TO THE
PROSPECTUSES FOR:



..   EQUI-VEST(R) (SERIES 201)
..   EQUI-VEST(R) STRATEGIES/SM/ (SERIES 900)

..   EQUI-VEST(R) STRATEGIES/SM/ (SERIES 901)


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

This Supplement relates to the Structured Investment Option which is currently
available under our EQUI-VEST(R) (Series 201), EQUI-VEST(R) Strategies/SM/
(Series 900) and EQUI-VEST(R) Strategies/SM/ (Series 901) contracts. Any amount
that you decide to invest in the Structured Investment Option would be invested
in one of the "Segments" of the Structured Investment Option, each of which has
a limited duration (a "Segment Duration"). The Structured Investment Option may
not currently be available under your contract or in your state.


The purpose of this Supplement is solely to add to your current prospectuses
(collectively, the "EQUI-VEST(R) prospectus") a very limited amount of
information about the Structured Investment Option. Much more complete
information about the Structured Investment Option is contained in a separate
Structured Investment Option prospectus dated May 1, 2015. All of the
information in the EQUI-VEST(R) prospectus also continues to remain applicable,
except as otherwise provided in this Supplement (or any other supplement to the
EQUI-VEST(R) prospectus) or in the Structured Investment Option prospectus.


Accordingly, you should read this Supplement in conjunction with your
EQUI-VEST(R) prospectus and the Structured Investment Option prospectus (and
any other supplements thereto). This Supplement incorporates your EQUI-VEST(R)
prospectus (and any other supplements thereto) and the Structured Investment
Option prospectus (and any other supplements thereto) by reference. We will
send you another copy of any prospectus or supplement without charge upon
request. Please contact the customer service group referenced in your
EQUI-VEST(R) prospectus.

CHARGES FOR THE STRUCTURED INVESTMENT OPTION

If you allocate any of your account value to the Structured Investment Option,
a charge or deduction could result. To reflect these, the following item is
added to the chart entitled "Charges we periodically deduct from your account
value" under "Fee table" in your EQUI-VEST(R) prospectus:


                                      
-----------------------------------------------------------------------------
 ADJUSTMENTS FOR EARLY SURRENDER OR OTHER DISTRIBUTION FROM A SEGMENT
-----------------------------------------------------------------------------
 WHEN CALCULATION IS MADE                MAXIMUM AMOUNT THAT MAY BE LOST/(1)/
-----------------------------------------------------------------------------
Segment Interim Value is applied on      90% of Segment
surrender or other distribution          Investment
(including loans and charges) from a
Segment prior to its Segment Maturity
Date
-----------------------------------------------------------------------------

Notes:

(1)The actual amount of the Segment Interim Value calculation is determined by
   a formula that depends on, among other things, the Segment Buffer and how
   the Index has performed since the Segment Start Date, as discussed in detail
   under "Appendix I" in your Structured Investment Option prospectus. The
   maximum loss would occur if there is a total distribution for a Segment with
   a -10% buffer at a time when the Index price has declined to zero. If you
   surrender or cancel your variable annuity 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.

This fee table applies specifically to the Structured Investment Option and
should be read in conjunction with the fee table in your EQUI-VEST(R) contract
prospectus.

HOW WE ALLOCATE CHARGES AMONG YOUR INVESTMENT OPTIONS

If you allocate any account value to the Structured Investment Option, our
procedures for allocating contract fees and charges among the investment
options you are using is significantly different than in the absence of the
Structured Investment Option. Accordingly, the following paragraphs are added
to the "Charges and expenses" section.

PRONVEST MANAGED ACCOUNT SERVICE CHARGE


ProNvest charges a quarterly fee at an annual rate up to 0.60% of your
Non-Personal Income Benefit variable investment options. The amount of the fee
may be lower and varies among broker-dealers.


For EQUI-VEST(R) (Series 201) and EQUI-VEST(R) Strategies/SM/ (Series 901),
this fee will be deducted pro rata from your Non-Personal Income Benefit
variable investment options and guaranteed interest option first, then from the
account for special dollar cost averaging. If those amounts are insufficient,
the charge will be deducted from the Segment Holding Account, then pro rata
from the Segments. This fee will not be deducted from amounts invested in the
Personal Income Benefit variable investment options.

For EQUI-VEST(R) Strategies/SM/ (Series 900), this fee will be deducted pro
rata from your Non-Personal Income Benefit variable investment options and
guaranteed interest option first, then from the account for special dollar cost
averaging. If those amounts are insufficient, this charge will be deducted pro
rata from your fixed maturity options. If there are still insufficient funds,
the charge will be deducted from the Segment Holding Account, then pro rata
from the Segments. This fee will not be deducted from amounts invested in the
Personal Income Benefit variable investment options.


                   IM-11-04 (5/15)                                  Cat# 146267
                   EV 201, 900 and 901  NB/IF                           #792954








SEPARATE ACCOUNT ANNUAL EXPENSES

Under the provisions of your EQUI-VEST(R) contract, we deduct a daily charge(s)
from the net assets in each variable investment option and Segment Holding
Account to compensate us for mortality and expense risks and other expenses.
The Segment Holding Account is part of the EQ/Money Market variable investment
option available under your EQUI-VEST(R) contract.

For amounts held in the Segment Holding Account, we may waive this charge(s)
under certain conditions on a non-guaranteed basis. If the return on the
EQ/Money Market variable investment option on any day is positive, but lower
than the amount of this charge(s), then we will waive the difference between
the two, so that you do not receive a negative return. If the return on the
EQ/Money Market variable investment option on any day is negative, we will
waive this charge(s) entirely for that day, although your account value would
be reduced by the negative performance of the EQ/Money Market variable
investment option itself. This waiver applies only to amounts held in the
Segment Holding Account portion of the EQ/Money Market variable investment
option and is not a fee waiver or performance guarantee for the underlying
EQ/Money Market Portfolio. We reserve the right to change or cancel this
provision at any time. For more information, please see "Charges and Expenses"
in your EQUI-VEST(R) variable annuity prospectus.

ANNUAL ADMINISTRATIVE CHARGE

For EQUI-VEST(R) (Series 201) and EQUI-VEST Strategies/SM/ (Series 901), the
annual administrative charge will be deducted from the account value in the
variable investment options and the guaranteed interest option on a pro rata
basis on the last business day of each contract year. If there is insufficient
value or no value in the variable investment options and the guaranteed
interest option, any remaining portion of the charge or the total amount of the
charge, as applicable, will be deducted from the account for special dollar
cost averaging. If there are insufficient funds the charge will then be
deducted from the Segment Holding Account, and then pro rata from the Segments.

For EQUI-VEST(R) Strategies/SM/ (Series 900), the annual administrative charge
will be deducted from the account value in the variable investment options and
the guaranteed interest option on a pro rata basis on the last business day of
each contract year. If there is insufficient value or no value in the variable
investment options and the guaranteed interest option, any remaining portion of
the charge or the total amount of the charge, as applicable, will be deducted
from the fixed maturity options. If there are insufficient funds the charge
will then be deducted from the Segment Holding Account, then pro rata from the
Segments.

ENHANCED DEATH BENEFIT CHARGE
(FOR EQUI-VEST(R) STRATEGIES SERIES 900 AND 901 CONTRACTS)

The charge is deducted pro rata from the variable investment options and the
guaranteed interest option. If those amounts are insufficient, we will make up
the required amounts from the fixed maturity options for EQUI-VEST(R)
Strategies/SM/ (Series 900) or from the account for special dollar cost
averaging for EQUI-VEST(R) Strategies/SM/ (Series 901), to the extent you have
value in those investment options. Charges deducted from the fixed maturity
options are considered withdrawals and, as such, will result in a market value
adjustment. If those amounts are insufficient, we will make up the required
amounts from the Segment Holding Account and then pro rata from the Segments.

If your account value is insufficient to pay this charge, your certificate will
terminate without value and you will lose any applicable guaranteed benefits.

PLAN OPERATING EXPENSE CHARGE

Depending on your Employer's plan, we may be instructed to withdraw a plan
operating expense from your account value and to remit the amount withdrawn to
either your Employer or your Employer's designee. The amount to be withdrawn is
determined by your Employer; we will have no responsibility for determining
that such amount is necessary and proper under the terms of your Employer's
plan.

For EQUI-VEST(R) (Series 201) and EQUI-VEST(R) Strategies (Series 901), the
Plan operating expense charge will be deducted pro rata from your Non-Personal
Income Benefit variable investment options and guaranteed interest option
first, then from the account for special dollar cost averaging. If there are
insufficient funds, we will deduct the charge from the Segment Holding Account,
then pro rata from the Segments. If there are still insufficient funds, we will
deduct this charge pro rata from your Personal Income Benefit variable
investment options. This deduction will not reduce your Guaranteed Annual
Withdrawal Amount or Ratchet base. We do not apply a withdrawal charge to the
amounts withdrawn pursuant to these instructions.

For EQUI-VEST(R) Strategies (Series 900), the Plan operating expense charge
will be deducted pro rata from your Non-Personal Income Benefit variable
investment options and guaranteed interest option first, then from the fixed
maturity options. If there are insufficient funds, we will deduct the charge
from the Segment Holding Account, then pro rata from the Segments. If there are
still insufficient funds, we will deduct this charge pro rata from your
Personal Income Benefit variable investment options. This deduction will not
reduce your Guaranteed Annual Withdrawal Amount or Ratchet base. We do not
apply a withdrawal charge to the amounts withdrawn pursuant to these
instructions.

ANNUAL LOAN RECORD-KEEPING CHARGE
(FOR EQUI-VEST(R) (SERIES 901) CONTRACTS)

A $6.25 charge will be deducted from your account value on the last Friday of
each calendar quarter to compensate us for record-keeping expenses associated
with the loan. If that Friday is a holiday, the charge will be deducted on the
last business day preceding that Friday.

                                      2







The charge will be deducted pro rata from your Non-Personal Income Benefit
variable investment options and guaranteed interest option first, then from the
account for special dollar cost averaging. If there are insufficient funds, we
will deduct the charge from the Segment Holding Account, then pro rata from the
Segments. If there are still insufficient funds, we will deduct this charge pro
rata from your Personal Income Benefit variable investment options. This
deduction will not reduce your Guaranteed Annual Withdrawal Amount or Ratchet
base. We do not apply a withdrawal charge to the amounts withdrawn pursuant to
these instructions.





  EQUI-VEST(R) is issued by and is a registered service mark of AXA Equitable
                    Life Insurance Company (AXA Equitable).
EQUI-VEST(R) Strategies/SM/ is issued by and is a service mark of AXA Equitable.

     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 2015 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

                                      3






AXA Equitable Life Insurance Company


SUPPLEMENT DATED MAY 1, 2015 TO THE CURRENT PROSPECTUS AND SUPPLEMENTS FOR
EQUI-VEST(R) EMPLOYER-SPONSORED RETIREMENT PLAN


..   EQUI-VEST(R) VANTAGE/SM/ ADDITIONAL CONTRIBUTIONS TAX-SHELTERED (ACTS)
    PROGRAM, NEW JERSEY DEPARTMENT OF HIGHER EDUCATION

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

This Supplement relates to the Structured Investment Option which is currently
available under EQUI-VEST(R) Employer-Sponsored Retirement Plan contract. Any
amount that you decide to invest in the Structured Investment Option would be
invested in one of the "Segments" of the Structured Investment Option, each of
which has a limited duration (a "Segment Duration").

The purpose of this Supplement is solely to add to your current prospectus (
the "EQUI-VEST(R) prospectus") a very limited amount of information about the
Structured Investment Option. Much more complete information about the
Structured Investment Option is contained in a separate Structured Investment
Option prospectus dated May 1, 2014. All of the information in the EQUI-VEST(R)
prospectus also continues to remain applicable, except as otherwise provided in
this Supplement (or any other supplement to the EQUI-VEST(R) prospectus) or in
the Structured Investment Option prospectus.

Accordingly, you should read this Supplement in conjunction with your
EQUI-VEST(R) prospectus and the Structured Investment Option prospectus (and
any other supplements thereto). This Supplement incorporates your EQUI-VEST(R)
prospectus (and any other supplements thereto) and the Structured Investment
Option prospectus (and any other supplements thereto) by reference. We will
send you another copy of any prospectus or supplement without charge upon
request. Please contact the customer service group referenced in your
EQUI-VEST(R) prospectus.

CHARGES FOR THE STRUCTURED INVESTMENT OPTION

If you allocate any of your account value to the Structured Investment Option,
a charge or deduction could result. To reflect these, the following item is
added to the chart entitled "Charges we periodically deduct from your account
value" under "Fee table" in your EQUI-VEST(R) prospectus:


                                      
-----------------------------------------------------------------------------
 ADJUSTMENTS FOR EARLY SURRENDER OR OTHER DISTRIBUTION FROM A SEGMENT
-----------------------------------------------------------------------------
 WHEN CALCULATION IS MADE                MAXIMUM AMOUNT THAT MAY BE LOST/(1)/
-----------------------------------------------------------------------------
Segment Interim Value is applied on      90% of Segment
surrender or other distribution          Investment
(including loans and charges) from a
Segment prior to its Segment Maturity
Date
-----------------------------------------------------------------------------

Notes:

(1)The actual amount of the Segment Interim Value calculation is determined by
   a formula that depends on, among other things, the Segment Buffer and how
   the Index has performed since the Segment Start Date, as discussed in detail
   under "Appendix I" in your Structured Investment Option prospectus. The
   maximum loss would occur if there is a total distribution for a Segment with
   a -10% buffer at a time when the Index price has declined to zero. If you
   surrender or cancel your variable annuity 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.

This fee table applies specifically to the Structured Investment Option and
should be read in conjunction with the fee table in your EQUI-VEST(R) contract
prospectus.

TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS

We reserve the right to do all of the following if the Structured Investment
Option is available under your EQUI-VEST(R) contract:

..   Limit transfers from your other investment options to the Segment Type
    Holding Account to no more than once every 30 days.

..   Require a minimum time period between each transfer into, or out of, the
    Segment Type Holding Account.

..   Establish a maximum dollar amount that may be transferred to or from the
    Segment Type Holding Account.

SEPARATE ACCOUNT ANNUAL EXPENSES

Under the provisions of your EQUI-VEST(R) contract, we deduct a daily charge(s)
from the net assets in each variable investment option and Segment Holding
Account to compensate us for mortality and expense risks and other expenses.
The Segment Holding Account is part of the EQ/Money Market variable investment
option available under your EQUI-VEST(R) contract.


                   888-133 (5/15)                           Cat. #150021 (5/15)
                   Employer-Sponsored-NB (NJ
                   ACTS ONLY)                                           #792955








For amounts held in the Segment Holding Account, we may waive this charge(s)
under certain conditions on a non-guaranteed basis. If the return on the
EQ/Money Market variable investment option on any day is positive, but lower
than the amount of this charge(s), then we will waive the difference between
the two, so that you do not receive a negative return. If the return on the
EQ/Money Market variable investment option on any day is negative, we will
waive this charge(s) entirely for that day, although your account value would
be reduced by the negative performance of the EQ/Money Market variable
investment option itself. This waiver applies only to amounts held in the
Segment Holding Account portion of the EQ/Money Market variable investment
option and is not a fee waiver or performance guarantee for the underlying
EQ/Money Market Portfolio. We reserve the right to change or cancel this
provision at any time. For more information, please see "Charges and Expenses"
in your EQUI-VEST(R) variable annuity prospectus.







  EQUI-VEST(R) is issued by and is a registered service mark of AXA Equitable
                    Life Insurance Company (AXA Equitable).
     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 2015 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

                                      2