Filed Pursuant to Rule 424(b)(3)
                                                    Registration No. 333-223708
AXA Equitable Life Insurance Company

Supplement dated January 4, 2019 to the Current Prospectus for:

..   EQUI-VEST(R) Strategies/SM/ (Series 900)
..   EQUI-VEST(R) Strategies/SM/ (Series 901)

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

This Supplement adds information related to an exchange offer and modifies
certain related information in the above-referenced current prospectus and
statement of additional information you received and in any supplements to that
prospectus and statement of additional information (collectively, the
"Prospectus"). You should read this Supplement in conjunction with the
Prospectus and retain it for future reference. Unless otherwise indicated, all
other information included in the Prospectus remains unchanged. The terms and
section headings we use in this Supplement have the same meaning as in the
Prospectus. We will send you another copy of any prospectus or supplement
without charge upon request. Please contact the customer service group
referenced in your Prospectus or call (866) 638-0550.

                                EXCHANGE OFFER

This Supplement describes an Exchange Offer we are making to you in connection
with your variable annuity contract. This Supplement contains important
information that you should know before accepting this Exchange Offer.

                      NO ACTION IS REQUIRED ON YOUR PART

You are not required to accept this Exchange Offer or take any action under
your Existing Contract. If you do not accept this Exchange Offer, your Existing
Contract will continue unchanged.

You should carefully read this Supplement in conjunction with your Prospectus
before making your decision regarding this Exchange Offer. If you have any
questions about this Exchange Offer, contact your financial professional or
call us directly at (866) 638-0550.

Why am I receiving this offer?

Your Employer or Plan has decided to make available to you the AXA Retirement
360 Defined Contribution Program (the "Program"), which is a retirement program
designed to provide participants ("Participants") a single coordinated program
selection of investment options, including certain mutual fund options and a
fixed annuity contract option (each a "Program Investment Option" and
collectively the "Program Investment Options"). In the future, we expect to
expand the investment options available under the Program. Please note that
certain Program Investment Options may be offered, advised or subadvised by AXA
Equitable or one or more of our affiliates.

Because the Program is available to you, we will permit owners of the contracts
and/or certificates (each an "Existing Contract" and collectively the "Existing
Contracts") to exchange some or all of their Existing Contract for one or more
affiliated mutual funds that are also Program Investment Options (each an "AXA
Mutual Fund" and collectively the "AXA Mutual Funds") without imposing
withdrawal charges, although a market value adjustment may apply (the "Exchange
Offer"). This Exchange Offer also includes any subsequent exchanges under the
Program of shares of an AXA Mutual Fund for an Existing Contract or a New
Contract (described below) and any future exchanges under the Program between
Existing Contracts and New Contracts and AXA Mutual Funds.

You should carefully read this Supplement and your Prospectus and the
prospectuses for the AXA Mutual Funds before making your decision regarding
this Exchange Offer. This Exchange Offer allows you to exchange some or all of
the account value in your Existing Contract for one or more of the AXA Mutual
Funds without paying withdrawal charges, although a market value adjustment may
apply. You should only exchange some or all of the account value in your
Existing Contract if you have determined you no longer need or want some or all
of the Guaranteed Benefits (described below) provided by your Existing
Contract. The AXA Mutual Funds do not offer any of these Guaranteed Benefits.
If you accept this Exchange Offer your Guaranteed Benefits will terminate or be
reduced and they cannot be reinstated.

What is this offer? How does this offer work?

You can exchange some or all of your Existing Contract without incurring
withdrawal charges for one or more of the AXA Mutual Funds, although a market
value adjustment may apply. The minimum amount that may be exchanged pursuant
to this Exchange Offer is $20. If you are considering investing in one or more
of the AXA Mutual Funds you should contact your financial professional, who
will be able to explain the details of the AXA Mutual Funds and provide you
with the proper forms and applications necessary to complete the transaction.
AXA Mutual Funds can only be purchased through a broker-dealer and this
Exchange Offer is not available through all broker-dealer firms.

Under this Exchange Offer, the full or partial exchange of your Existing
Contract will not trigger any applicable withdrawal charge under your Existing
Contract. In addition, since the AXA Mutual Funds do not have withdrawal
charges, any account value from your Existing Contract transferred into the AXA
Mutual Funds would not be subject to any withdrawal charge under the AXA Mutual
Funds (but would be subject to all other charges and fees under each applicable
AXA Mutual Fund). However, any exchange of account value from a fixed maturity
option under a Series 900 Existing Contract will be subject to a market value
adjustment which could decrease the amount to be exchanged or the amount
remaining in the fixed maturity option, perhaps significantly.







Your Existing Contract has certain benefits that are not offered under any AXA
Mutual Fund (the "Guaranteed Benefits"):

..   a standard death benefit;

..   the ability to annuitize at guaranteed annuitization rates and receive
    guaranteed income for life;

..   a guaranteed interest option (investment option that pays interest at
    guaranteed rates);

..   fixed maturity options (investment option that pays interest over a 1-10
    year period);

..   a structured investment option (investment option that may credit interest
    based, in part, on the performance of an external index);

..   the optional Personal Income Benefit;

..   the optional enhanced death benefit; and

..   the Investment Simplifier (fixed dollar option and interest sweep) and the
    ProNvest Managed Account Service.

You should carefully consider whether an exchange is appropriate for you by
comparing the Guaranteed Benefits provided by your Existing Contract to the
benefits and features provided by the AXA Mutual Fund(s). The AXA Mutual Funds
do not provide any guaranteed benefits and if you accept this Exchange Offer
your Guaranteed Benefits will be terminated or reduced, perhaps significantly.

You should also compare the fees and charges of your Existing Contract to the
fees and charges of the AXA Mutual Funds (mutual fund annual operating expenses
include management fees, distribution and/or service (12b-1) fees and other
expenses). You will also pay a record keeping fee on assets invested in AXA
Mutual Funds. There are no front-end or back-end sales charges for the AXA
Mutual Funds. For a copy of the prospectus for an AXA Mutual Fund, please
contact your financial professional or call (866) 638-0550. Please also see
"How can I evaluate this offer?" and "Appendix I".

When your Employer or Plan made the Program available to you it also decided
how ongoing contributions may be allocated. That decision determined the terms
under which you can exchange some or all of the account value in your Existing
Contract into one or more of the AXA Mutual Funds. Accordingly, (1) if your
Employer or Plan does not permit ongoing contributions to the Existing
Contracts, then you can elect to exchange some or all of the account value in
your Existing Contract into one or more of the AXA Mutual Funds or (2) if your
Employer or Plan does permit ongoing contributions to Existing Contracts, then
you can only exchange 100% of the account value in your Existing Contract into
one or more of the AXA Mutual Funds. If your Employer or Plan changes how
ongoing contributions may be allocated, your options may change. Employer or
Plan restrictions may prevent you from accepting this Exchange Offer. Amounts
invested in one of more of the AXA Mutual Funds may be subject to more
stringent withdrawal requirements. For more information, please see "Tax
Information" in the Prospectus and "What are the tax implications of accepting
the offer?" below.

We reserve the right to terminate or materially amend this Exchange Offer with
respect to any or all Existing Contracts, as well as, any or all AXA Mutual
Funds with notice at least 60 days prior to the date of termination or the
effective date of the amendment, subject to the following limited exceptions.
First, no such notice would be required if, under extraordinary circumstances,
there is a suspension in the redemption of the Existing Contract under
Section 22(e) of the 1940 Act or the rules thereunder. Second, no such notice
would be required if the AXA Mutual Fund temporarily delays or ceases the sale
of the security because it is unable to invest amounts effectively in
accordance with applicable investment objectives, policies and restrictions.

Can I subsequently exchange back into my Existing Contract or a New Contract?

If permitted by your Employer or Plan, you can generally exchange some or all
of the value in your AXA Mutual Fund(s) back into your Existing Contract or, if
your Existing Contract no longer exists (because you fully exchanged it for one
or more of the AXA Mutual Funds or subsequently surrendered it), into a new
contract. The new contract would be either a newly issued version of your
terminated Existing Contract if it is still available for new sales or, if it
is not available for new sales, the EQUI-VEST(R) (Series 201) variable annuity
(the "New Contract"). For a copy of the prospectus for the New Contract, please
contact your financial professional or call (866) 638-0550. Please Note: A New
Contract is only applicable if your Existing Contract no longer exists, and you
will be required to complete the necessary application, order form or other
documentation before the New Contract can be issued and the exchange from the
AXA Mutual Funds completed. Amounts invested in one or more of the AXA Mutual
Funds may be subject to more stringent withdrawal requirements which will be
permanent even if you transfer back into your Existing Contract or a New
Contract. For more information, please see "Tax Information" in the Prospectus
and "What are the tax implications of accepting the offer?" below.

If your Existing Contract and the New Contract are not Plan investment options,
then you cannot transfer from AXA Mutual Funds back into your Existing Contract
or a New Contract. We reserve the right to disallow all exchanges from the AXA
Mutual Funds into Existing Contracts or New Contracts, as well as, the right to
reject individual Participant's requests to exchange some or all of their value
in the AXA Mutual Funds back into their Existing Contract or a New Contract
without rejecting other Participant's requests or all Participant's requests.
Please Note: Even if you exchange back into your Existing Contract or a New
Contract, you may not receive the same level of Guaranteed Benefits as you
originally had under your Existing Contract. Please see "How can I evaluate
this offer?" and "Appendix I".

If you exchange back into your Existing Contract or a New Contract, a new
withdrawal charge period will attach to that exchanged amount. However, no
withdrawal charge will be applied to subsequent exchanges back to AXA Mutual
Funds pursuant to this Exchange Offer, although a market value adjustment may
apply. You should only exchange shares of AXA Mutual Funds for an Existing
Contract or New Contract if you have determined that you want some or all of
Guaranteed Benefits provided by the Existing Contract or New Contract and you
understand all of the fees and expenses that you would be paying under that
contract.

                                      2







How can I evaluate this offer?

You must decide between: (1) keeping your Existing Contract; or (2) fully or
partially exchanging your Existing Contract without any applicable withdrawal
charges (although a market value adjustment may apply) for one or more of the
AXA Mutual Funds.

If you do not accept our offer, your Existing Contract and all of the
Guaranteed Benefits would continue unchanged, and any applicable charges would
continue to be deducted from your account value.

If you elect to fully exchange your Existing Contract for one or more of the
AXA Mutual Funds:

..   Your Existing Contract and its Guaranteed Benefits would terminate.

..   Your account value would transfer without incurring any applicable
    withdrawal charges, although we will deduct a pro rata portion of the
    Annual Administrative Charge if your Existing Contract's account value is
    less than $25,000 and if you have activated the Personal Income Benefit we
    will also deduct a pro rata portion of that charge calculated from the date
    of the most recent participant date anniversary to the date of the exchange.

..   We will impose a market value adjustment on any account value exchanged
    from a fixed maturity option under a Series 900 Existing Contract, which
    could significantly decrease the amount to be exchanged, particularly if
    there is a long time remaining until the fixed maturity option's maturity
    date.

..   If account value is exchanged from the structured investment option prior
    to maturity the segment interim value calculation could result in a
    significant decrease in the amount to be exchanged.

..   In the future, you would not have the option to receive the lifetime income
    at guaranteed annuity rates.

..   Your beneficiaries would not receive the standard death benefit which could
    be greater than your account value provided by your Existing Contract.

..   You would not have the option to receive guaranteed lifetime income under
    the Personal Income Benefit.

..   Your beneficiaries would not receive the enhanced death benefit amount
    under your Existing Contract if you elected the enhanced death benefit.

If you partially exchange your Existing Contract for one or more of the AXA
Mutual Funds:

..   Your account value will be reduced by the amount of the exchange.

..   The Guaranteed Annual Withdrawal Amount and Ratchet Base under the Personal
    Income Benefit (if activated) and the death benefit amount will be reduced
    on a pro rata basis. Here the pro rata reduction is calculated by taking
    the percentage the account value is reduced and reducing the Guaranteed
    Annual Withdrawal Amount, Ratchet Base and death benefit amount by that
    same percentage. For example, assume an Existing Contract has a Personal
    Income Benefit account value of $60,000 (and a Non-Personal Income Benefit
    account value of $0) with a Guaranteed Annual Withdrawal Amount of $3,000,
    a Ratchet Base of $100,000 and a death benefit of $100,000. If seventy-five
    percent of the Existing Contract ($45,000) is exchanged for an AXA Mutual
    Fund, the Existing Contract's Guaranteed Annual Withdrawal Amount, Ratchet
    Base and death benefit will also be reduced by seventy-five percent to $750
    and $25,000 and $25,000, respectively. As illustrated, the amount available
    for future withdrawals under the Personal Income Benefit would be
    significantly reduced, as would the death benefit and Ratchet Base by
    significantly more than the dollar amount of the exchange.

..   Accepting the Exchange Offer before age 65 or exchanging more than your
    Guaranteed Annual Withdrawal Amount may result in an Early or Excess
    Withdrawal under the Personal Income Benefit either of which could reduce
    or terminate the benefit.

..   The amount available for lifetime payments under the Personal Income
    Benefit will be reduced, possibly significantly.

..   We will impose a market value adjustment on any account value exchanged
    from a fixed maturity option under a Series 900 Existing Contract, which
    could significantly decrease the fixed maturity amount, particularly if
    there is a long time remaining until the fixed maturity option's maturity
    date.

..   If account value is exchanged from the structured investment option prior
    to maturity the segment interim value calculation could result in a
    significant decrease in the amount to be exchanged.

..   The account value that can be used for annuity payments under the Existing
    Contract's annuity payment options will also be reduced.

You should compare your Existing Contract's Guaranteed Benefits with the AXA
Mutual Fund's benefits and features. See "Appendix I". Under an AXA Mutual Fund
the death benefit is equal to the AXA Mutual Fund account value, which could be
more or less than your contributions, including the amount exchanged from your
Existing Contract. In addition, you will not be able to annuitize your AXA
Mutual Fund(s) and receive guaranteed lifetime income.

                                      3







When you purchased your Existing Contract, you decided that some or all of the
Guaranteed Benefits were important to you based on your personal circumstances
at that time. When considering this Exchange Offer, you should consider whether
you no longer need or want some or all of the Guaranteed Benefits provided by
your Existing Contract, given your personal circumstances today and your future
needs because, if you accept our Exchange Offer, you will be giving up or
significantly reducing your Guaranteed Benefits. You should consider your
specific circumstances, including your specific account values, death benefit
value, Guaranteed Annual Withdrawal Amount and Ratchet Base under the Personal
Income Benefit, and the following factors:

..   How long you intend to keep your Existing Contract.

..   Whether it is important for you to leave your Existing Contract's death
    benefit to your beneficiaries.

..   Whether your death benefit amount is greater than your account value.

..   Whether, given your current state of health, you believe you are likely to
    provide a death benefit to your beneficiaries.

..   Whether it is important for you to be able to receive guaranteed lifetime
    income.

..   Whether you have or will activate the Personal Income Benefit.

..   Whether your Ratchet Base and Guaranteed Annual Withdrawal Amount are
    higher than your current account value would support.

..   Whether, given your current state of health, you believe you are likely to
    live to enjoy the income provided by the Personal Income Benefit, if
    activated.

..   Whether the amount you plan to exchange will cause a Personal Income
    Benefit Early or Excess withdrawal.

..   If you are currently taking Guaranteed Annual Withdrawal Amount
    withdrawals, whether it is acceptable to have those withdrawals terminate
    or be reduced.

..   Whether the availability of a guaranteed interest option, fixed maturity
    options or structured investment option is important to you.

..   Whether a market value adjustment would apply.

..   Whether amounts would be exchange out of the structured investment option
    prior to Segment maturity.

You should assess your own situation to decide whether to accept the Exchange
Offer. Once terminated, your Guaranteed Benefits based on the values in your
Existing Contract cannot be reinstated. In considering the factors above, and
any other factors you believe relevant, you may wish to consult with your named
beneficiaries, and your financial professional and other advisors. We cannot
provide investment advice to you, including how to weigh any relevant factors
for your particular situation. We cannot provide any advice regarding future
account value, including whether investment options under your Existing
Contract will experience market gains or losses. In addition to all the things
you and your financial professional and advisors consider, please also consider
the following questions:

1. Do you still need 100% of the guaranteed lifetime income provided by the
   Personal Income Benefit? If you do, then the offer is most likely not
   appropriate for you. If, on the other hand, your circumstances have changed
   and 100% of the guaranteed lifetime income provided by the Personal Income
   Benefit is not important, then you may want to consider the offer and decide
   if one or more of the AXA Mutual Funds is appropriate for you.

2. Do you still need 100% of the guaranteed death benefit? If you do, then the
   offer is most likely not appropriate for you. If, on the other hand, your
   circumstances have changed and 100% of the guaranteed death benefit is not
   important, then you may want to consider the offer and decide if one or more
   of the AXA Mutual Funds is appropriate for you.

3. Do you still need to invest in a guaranteed interest option at a guaranteed
   rate at least equal to your Existing Contract's guaranteed minimum annual
   rate? If you do, then the offer is most likely not appropriate for you. If,
   on the other hand, your circumstances have changed and a guaranteed interest
   option at a guaranteed rate at least equal to your Existing Contract's
   guaranteed minimum annual rate is not important, then you may want to
   consider the offer and decide if one or more of the AXA Mutual Funds is
   appropriate for you.

Also, while we are currently allowing exchanges from the AXA Mutual Funds back
into Existing Contracts (or New Contracts when applicable), we and/or your
Employer may not always. In addition, even if you can exchange back into your
Existing Contract or a New Contract, you likely will not receive the same level
of Guaranteed Benefits and a new withdrawal charge period will start.

..   When you fully exchange your Existing Contract for one or more of the AXA
    Mutual Funds, you lose the value of your existing Guaranteed Benefits which
    may be greater than the amount exchanged. If you later exchange out of your
    AXA Mutual Funds into a New Contract, you establish guaranteed benefits in
    the New Contract equal to the amount exchanged from the AXA Mutual Funds
    which may be less. For example, assume your standard death benefit amount
    ($100,000) was greater than your account value ($90,000) when you fully
    exchanged your Existing Contract into three AXA Mutual Funds. A year later
    you decide to exchange the value in your AXA Mutual Funds ($96,000) into a
    New Contract. Your new death benefit amount in the New Contract ($96,000)
    is equal to the amount you exchange into the New Contract not the original
    death benefit amount which was higher.

..   When you partially exchange your Existing Contract for one or more of the
    AXA Mutual Funds, the value of your remaining Guaranteed Benefits are
    reduced on a pro rata basis (as discussed above). If you later exchange the
    same amount from your AXA Mutual Funds back into your Existing

                                      4






   Contract, the value of your Guaranteed Benefits may be lower. For example,
   assume your standard death benefit amount ($100,000) was greater than your
   account value ($90,000) when you exchanged $45,000 into three AXA Mutual
   Funds. Your Existing Contract's death benefit amount immediately after the
   partial exchange would be $50,000 (the account value was reduced by 50% and
   therefore the death benefit was reduced by 50%). A year later your Existing
   Contract's account value is $49,000 and its death benefit is still equal to
   $50,000. If you then exchange the value in your AXA Mutual Funds ($48,000)
   back into your Existing Contract, your Existing Contract's death benefit
   amount immediately after the exchange will be $98,000 ($50,000 + $48,000),
   which is lower than the original death benefit amount even though the
   account value of your Existing Contract and the value of the AXA Mutual
   Funds both increased before the exchange back into your Existing Contract.

Please remember, the AXA Mutual Funds do not provide any guaranteed benefits.
If you exchange 100% of your account value under your Existing Contract for one
or more of the AXA Mutual Funds, your Existing Contract will terminate, and you
will lose your Guaranteed Benefits. If you exchange only a portion of your
account value, the amount exchanged will reduce the account value of your
Existing Contract on a dollar-for-dollar basis and will generally reduce the
value of your death benefit, as well as, your Guaranteed Annual Withdrawal
Amount and Ratchet Base under the Personal Income Benefit on a pro rata basis
which could be greater than the dollar amount exchanged and could significantly
reduce or terminate the Personal Income Benefit. You will also be subject to
all the fees and charges under each applicable AXA Mutual Fund.

How do I accept this offer?

To accept this Exchange Offer, you must (1) be enrolled in the Program (please
contact your financial professional for more information on how to enroll in
the Program) and (2) complete the exchange form included with this Supplement.
Please complete, sign and date the exchange form and return it to us at the
following address:

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

We will not process your acceptance of the offer until all applicable
requirements are satisfied. Transactions requested but not completed due to
your failure to provide sufficient information, or for any other reason beyond
our control, will not be eligible for the offer.

Good order. If the Exchange Offer is received before the market closes on a
business day, then the exchange out of the Existing Contract and the purchase
of shares of the AXA Mutual Fund will occur at the next calculated price. The
Exchange Offer is not available on (1) any day that you are not enrolled in the
Program and (2) on a non-business day (including a non-Segment Business Day if
account value is being exchanged out of a Segment). We will not consider your
acceptance of the offer to be in good order if we receive it on such a day or
if it is missing any necessary information. If we receive your acceptance on a
non-business day and it is otherwise complete, the exchange out of your
Existing Contract and the purchase of shares of the AXA Mutual Fund will be
processed on the next business day.

What are the tax implications of accepting the offer?

We view exchanges from the Existing Contracts in whole or in part to one or
more of the AXA Mutual Funds as a "contract exchange within the same 403(b)
plan," as described in "Direct transfer contributions" in your Prospectus and
therefore, accepting this Exchange Offer will generally not be viewed as a
taxable distribution to you. However, amounts exchanged into one or more of the
AXA Mutual Funds, including earnings, may be subject to more stringent
withdrawal restrictions (e.g., employer and after tax contributions cannot be
withdrawn before the participant has a severance from employment, becomes
disabled or attains age 59/1//\\2\\). If you later decide to exchange some or
all of those amounts in your AXA Mutual Funds back into your Existing Contract
or a New Contract, such withdrawal restrictions will remain with respect to
those amounts. For more information, please see "Tax Information" in your
Prospectus. You should discuss with your tax advisor whether it makes sense for
you to accept the offer.

More information about this offer.

Although we do not directly compensate your financial professional based on
your acceptance of this Exchange Offer, your financial professional may receive
payments of varying amounts that may provide an incentive in recommending
whether or not you should accept this Exchange Offer. For example, if you
exchange some or all of your Existing Contract for an AXA Mutual Fund, your
financial professional may receive compensation upon completion of that
exchange. You should contact your financial professional for information about
the compensation he or she receives. For additional information about
compensation paid to your financial professional, see "Distribution of the
contracts" in "More information" in your Prospectus.

Please note that your Existing Contract and any New Contract, if applicable,
may each be a Program Investment Option. For ease of discussion regarding this
Exchange Offer, this Supplement separates your Existing Contract and any New
Contract from the Program Investment Options.

All exchanges are subject to our policies and procedures concerning frequent or
disruptive transfer activity.

The Exchange Offer may vary for certain contracts, certificates, and in certain
states and may not be available for all contracts or certificates, in all
states, at all times or through all financial intermediaries. All material
variations are described in this supplement. We may suspend, modify, or
terminate this Exchange Offer at any time with notice, as described in this
supplement. In the future, we may make new, additional or modified offers in
connection with these Existing Contracts or certain benefits thereunder with
different terms that may be more or less favorable than the terms described
herein.

                                      5






                                  APPENDIX I

The following chart provides a brief summary comparison of some of the
important features of your Existing Contract and the AXA Mutual Funds and
between the AXA Mutual Funds and a New Contract. You should not rely solely on
this chart in examining the differences between your Existing Contract and the
AXA Mutual Funds and between the AXA Mutual Funds and a New Contract. There may
be other differences important for you to consider prior to purchasing an AXA
Mutual Fund or a New Contract. You should read your Prospectus and other
information related to your Existing Contract and the prospectus for an AXA
Mutual Fund and a New Contract prior to requesting any exchange. If you would
like a prospectus for an AXA Mutual Fund or a New Contract, contact your
financial professional or call (866) 638-0550. Please note, this chart does not
create or modify any existing rights or Guaranteed Benefits, all of which are
only established by your Existing Contract.



                                       Series 900              Series 901        AXA MUTUAL FUNDS        Series 201
--------------------------------------------------------------------------------------------------------------------------
                                                                                       
Annual Administrative Charge/1/      $65 (maximum)           $65 (maximum)             $0              $65 (maximum)
                                  $0-$30 (current)/2/     $0-$30 (current)/2/                         $30 (current)/2/
--------------------------------------------------------------------------------------------------------------------------
Separate Account Expenses             0.25%-1.20%               0%-1.15%                0                  1.20%
--------------------------------------------------------------------------------------------------------------------------
Variable Investment Option            0.59%-2.07%             0.59%-2.07%               0               0.59%-2.07%
Fees
--------------------------------------------------------------------------------------------------------------------------
Record Keeping Fee                         0                       0               0.15%-1.20%               0
--------------------------------------------------------------------------------------------------------------------------
Mutual Fund Annual Operating               0                       0               0%-2.26%/3/               0
Expenses
--------------------------------------------------------------------------------------------------------------------------
Maximum Withdrawal Charge                  6%                      6%                  0%                    5%
--------------------------------------------------------------------------------------------------------------------------
Living Benefit (charge)          Personal Income         Personal Income               No          Personal Income
                                 Benefit guarantees      Benefit guarantees                        Benefit guarantees
                                 that you can take       that you can take                         that you can take
                                 withdrawals from your   withdrawals from your                     withdrawals from your
                                 Personal Income         Personal Income                           Personal Income
                                 Benefit account value   Benefit account value                     Benefit account value
                                 up to your Guaranteed   up to your Guaranteed                     up to your Guaranteed
                                 Annual Withdrawal       Annual Withdrawal                         Annual Withdrawal
                                 Amount each year even   Amount each year even                     Amount each year even
                                 if your Personal        if your Personal                          if your Personal
                                 Income Benefit account  Income Benefit account                    Income Benefit account
                                 value falls to zero by  value falls to zero by                    value falls to zero by
                                 other than an early or  other than an early or                    other than an early or
                                 excess with-drawal      excess with-drawal                        excess with-drawal
                                 beginning at age 65 or  beginning at age 65 or                    beginning at age 65 or
                                 later and subject to a  later and subject to a                    later and subject to a
                                 distributable event     distributable event                       distributable event
                                 (1.00%)                 (1.00%)                                   (1.00%)
--------------------------------------------------------------------------------------------------------------------------
Variable Investment Options       96 (various classes)    99 (various classes)          0           92 (various classes)
--------------------------------------------------------------------------------------------------------------------------
Death Benefit                    The greater of:         The greater of:          Account Value    The greater of: (i)
                                 (i) your account        (i) your account                          your account value,
                                 value, less any         value, less any                           less any outstanding
                                 outstanding loan        outstanding loan                          loan balance plus
                                 balance plus accrued    balance plus accrued                      accrued interest as of
                                 interest as of the      interest as of the                        the date we receive
                                 date we receive         date we receive                           satisfactory proof of
                                 satisfactory proof of   satisfactory proof of                     death, any required
                                 death, any required     death, any required                       instructions,
                                 instructions,           instructions,                             information and forms
                                 information and forms   information and forms                     necessary to effect
                                 necessary to effect     necessary to effect                       payment; and (ii) your
                                 payment; and (ii) your  payment; and (ii) your                    total contributions,
                                 total contributions,    total contributions,                      adjusted for
                                 adjusted for            adjusted for                              with-drawals and any
                                 withdrawals and any     withdrawals and any                       withdrawal charges and
                                 withdrawal charges and  withdrawal charges and                    any taxes that may
                                 any taxes that may      any taxes that may                        apply, less any
                                 apply, less any         apply, less any                           outstanding loan
                                 outstanding loan        outstanding loan                          balance plus accrued
                                 balance plus accrued    balance (in certain                       interest.
                                 interest.               newer contracts there
                                                         is no outstanding loan
                                                         balance) plus accrued
                                                         interest.
--------------------------------------------------------------------------------------------------------------------------









                                       Series 900              Series 901        AXA MUTUAL FUNDS        Series 201
--------------------------------------------------------------------------------------------------------------------------
                                                                                       
Enhanced Death Benefit           The greater of: (a)     The greater of: (a)           No                    No
                                 your account value      your account value
                                 (without any negative   (without any negative
                                 market value            market value
                                 adjustment that would   adjustment that would
                                 otherwise apply) as of  otherwise apply) as of
                                 the date we receive     the date we receive
                                 satisfactory proof of   satisfactory proof of
                                 your death, any         your death, any
                                 required instructions   required instructions
                                 for the method of       for the method of
                                 payment, information    payment, information
                                 and forms necessary to  and forms necessary to
                                 effect payment (less    effect payment (less
                                 any out-standing loan   any out-standing loan
                                 and accrued loan        and accrued loan
                                 interest); and (b) the  interest); and (b) the
                                 enhanced death benefit  enhanced death benefit
                                 as of the date of your  as of the date of your
                                 death. On the           death. On the
                                 participation date,     participation date,
                                 your enhanced death     your enhanced death
                                 benefit equals your     benefit equals your
                                 initial contribution.   initial contribution.
                                 Then, on each third     Then, on each third
                                 participation date      participation date
                                 anni-versary until you  anni-versary until you
                                 are age 85, we will     are age 85, we will
                                 determine your          determine your
                                 enhanced death benefit  enhanced death benefit
                                 by comparing your       by comparing your
                                 current enhanced death  current enhanced death
                                 benefit to your         benefit to your
                                 account value. If your  account value. If your
                                 account value is        account value is
                                 higher than your        higher than your
                                 enhanced death          enhanced death
                                 benefit, we will        benefit, we will
                                 increase your enhanced  increase your enhanced
                                 death benefit to equal  death benefit to equal
                                 your account value. On  your account value. On
                                 the other hand, if      the other hand, if
                                 your account value on   your account value on
                                 any third               any third
                                 participation date      participation date
                                 anniversary is less     anniversary is less
                                 than your enhanced      than your enhanced
                                 death benefit, we will  death benefit, we will
                                 not adjust your         not adjust your
                                 enhanced death benefit  enhanced death benefit
                                 either up or down.      either up or down.
--------------------------------------------------------------------------------------------------------------------------
Guaranteed minimum annual                1%-3%                  1%-1.5%                No                 1%-1.5%
rate in the Guaranteed Inter-
est Option/4/
--------------------------------------------------------------------------------------------------------------------------
Fixed Maturity Options/5/                 Yes                      No                  No                    No
--------------------------------------------------------------------------------------------------------------------------
Structured Investment Option/6/           Yes                     Yes                  No                   Yes
--------------------------------------------------------------------------------------------------------------------------
Lifetime Payout Option                    Yes                     Yes                  No                   Yes
--------------------------------------------------------------------------------------------------------------------------
Additional Features              Investment simplifier;  Investment simplifier;        No          Investment simplifier;
                                 ProNvest Managed        ProNvest Managed                          ProNvest Managed
                                 Account Service         Account Service                           Account Service

1  Or 2% of account value if less.
2  May be waived if account value exceeds certain amounts. See your Existing
   Contract for details.
3  Your Plan will designate the Mutual Funds which are available to you as
   Mutual Fund Program Investment Options. The high and low Mutual Fund Annual
   Operating Expenses will vary based on the Mutual Fund Program Investment
   Options available to you.
4  The guaranteed interest option is part of our general account and pays
   interest at guaranteed rates that are reset periodically.
5  The fixed maturity option is part of our general account and pays interest
   at a fixed rate for the duration of the option (generally between 1-10
   years). A positive or negative market value adjustment applies if amounts
   are withdrawn before maturity.
6  The Structured Investment Option is an index-linked investment option.

  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 2019 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


                                      
                                      #684173







AXA Equitable Life Insurance Company

Supplement dated January 4, 2019 to the Current Prospectus for EQUI-VEST(R)
(Series 201)

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

This Supplement adds information related to an exchange offer and modifies
certain related information in the above-referenced current prospectus and
statement of additional information you received and in any supplements to that
prospectus and statement of additional information (collectively, the
"Prospectus"). You should read this Supplement in conjunction with the
Prospectus and retain it for future reference. Unless otherwise indicated, all
other information included in the Prospectus remains unchanged. The terms and
section headings we use in this Supplement have the same meaning as in the
Prospectus. We will send you another copy of any prospectus or supplement
without charge upon request. Please contact the customer service group
referenced in your Prospectus or call (866) 638-0550.

                                EXCHANGE OFFER

This Supplement describes an Exchange Offer we are making to you in connection
with your variable annuity contract. This Supplement contains important
information that you should know before accepting this Exchange Offer.

                      NO ACTION IS REQUIRED ON YOUR PART

You are not required to accept this Exchange Offer or take any action under
your Existing Contract. If you do not accept this Exchange Offer, your Existing
Contract will continue unchanged.

You should carefully read this Supplement in conjunction with your Prospectus
before making your decision regarding this Exchange Offer. If you have any
questions about this Exchange Offer, contact your financial professional or
call us directly at (866) 638-0550.

Why am I receiving this offer?

Your Employer or Plan has decided to make available to you the AXA Retirement
360 Defined Contribution Program (the "Program"), which is a retirement program
designed to provide participants ("Participants") a single coordinated program
selection of investment options, including certain mutual fund options and a
fixed annuity contract option (each a "Program Investment Option" and
collectively the "Program Investment Options"). In the future, we expect to
expand the investment options available under the Program. Please note that
certain Program Investment Options may be offered, advised or subadvised by AXA
Equitable or one or more of our affiliates.

Because the Program is available to you, we will permit owners of the contracts
and/or certificates (each an "Existing Contract" and collectively the "Existing
Contracts") to exchange some or all of their Existing Contract for one or more
affiliated mutual funds that are also Program Investment Options (each an "AXA
Mutual Fund" and collectively the "AXA Mutual Funds") without imposing
withdrawal charges (the "Exchange Offer"). This Exchange Offer also includes
any subsequent exchanges under the Program of shares of an AXA Mutual Fund for
an Existing Contract or a New Contract (described below) and any future
exchanges under the Program between Existing Contracts and New Contracts and
AXA Mutual Funds.

You should carefully read this Supplement and your Prospectus and the
prospectuses for the AXA Mutual Funds before making your decision regarding
this Exchange Offer. This Exchange Offer allows you to exchange some or all of
the account value in your Existing Contract for one or more of the AXA Mutual
Funds without paying withdrawal charges. You should only exchange some or all
of the account value in your Existing Contract if you have determined you no
longer need or want some or all of the Guaranteed Benefits (described below)
provided by your Existing Contract. The AXA Mutual Funds do not offer any of
these Guaranteed Benefits. If you accept this Exchange Offer your Guaranteed
Benefits will terminate or be reduced and they cannot be reinstated.

What is this offer? How does this offer work?

You can exchange some or all of your Existing Contract without incurring
withdrawal charges for one or more of the AXA Mutual Funds. The minimum amount
that may be exchanged pursuant to this Exchange Offer is $20. If you are
considering investing in one or more of the AXA Mutual Funds you should contact
your financial professional, who will be able to explain the details of the AXA
Mutual Funds and provide you with the proper forms and applications necessary
to complete the transaction. AXA Mutual Funds can only be purchased through a
broker-dealer and this Exchange Offer is not available through all
broker-dealer firms.

Under this Exchange Offer, the full or partial exchange of your Existing
Contract will not trigger any applicable withdrawal charge under your Existing
Contract. In addition, since the AXA Mutual Funds do not have withdrawal
charges, any account value from your Existing Contract transferred into the AXA
Mutual Funds would not be subject to any withdrawal charge under the AXA Mutual
Funds (but would be subject to all other charges and fees under each applicable
AXA Mutual Fund).







Your Existing Contract has certain benefits that are not offered under any AXA
Mutual Fund (the "Guaranteed Benefits"):

..   a standard death benefit;

..   the ability to annuitize at guaranteed annuitization rates and receive
    guaranteed income for life;

..   a guaranteed interest option (investment option that pays interest at
    guaranteed rates);

..   a structured investment option (investment option that may credit interest
    based, in part, on the performance of an external index);

..   the optional Personal Income Benefit; and

..   the Investment Simplifier (fixed dollar option and interest sweep) and the
    ProNvest Managed Account Service.

You should carefully consider whether an exchange is appropriate for you by
comparing the Guaranteed Benefits provided by your Existing Contract to the
benefits and features provided by the AXA Mutual Fund(s). The AXA Mutual Funds
do not provide any guaranteed benefits and if you accept this Exchange Offer
your Guaranteed Benefits will be terminated or reduced, perhaps significantly.

You should also compare the fees and charges of your Existing Contract to the
fees and charges of the AXA Mutual Funds (mutual fund annual operating expenses
include management fees, distribution and/or service (12b-1) fees and other
expenses). You will also pay a record keeping fee on assets invested in AXA
Mutual Funds. There are no front-end or back-end sales charges for the AXA
Mutual Funds. For a copy of the prospectus for an AXA Mutual Fund, please
contact your financial professional or call (866) 638-0550. Please also see
"How can I evaluate this offer?" and "Appendix I".

When your Employer or Plan made the Program available to you it also decided
how ongoing contributions may be allocated. That decision determined the terms
under which you can exchange some or all of the account value in your Existing
Contract into one or more of the AXA Mutual Funds. Accordingly, (1) if your
Employer or Plan does not permit ongoing contributions to the Existing
Contracts, then you can elect to exchange some or all of the account value in
your Existing Contract into one or more of the AXA Mutual Funds or (2) if your
Employer or Plan does permit ongoing contributions to Existing Contracts, then
you can only exchange 100% of the account value in your Existing Contract into
one or more of the AXA Mutual Funds. If your Employer or Plan changes how
ongoing contributions may be allocated, your options may change. Employer or
Plan restrictions may prevent you from accepting this Exchange Offer. Amounts
invested in one or more of the AXA Mutual Funds may be subject to more
stringent withdrawal requirements. For more information, please see "Tax
Information" in the Prospectus and "What are the tax implications of accepting
the offer?" below.

We reserve the right to terminate or materially amend this Exchange Offer with
respect to any or all Existing Contracts, as well as, any or all AXA Mutual
Funds with notice at least 60 days prior to the date of termination or the
effective date of the amendment, subject to the following limited exceptions.
First, no such notice would be required if, under extraordinary circumstances,
there is a suspension in the redemption of the Existing Contract under
Section 22(e) of the 1940 Act or the rules thereunder. Second, no such notice
would be required if the AXA Mutual Fund temporarily delays or ceases the sale
of the security because it is unable to invest amounts effectively in
accordance with applicable investment objectives, policies and restrictions.

Can I subsequently exchange back into my Existing Contract or a New Contract?

If permitted by your Employer or Plan, you can generally exchange some or all
of the value in your AXA Mutual Fund(s) back into your Existing Contract or, if
your Existing Contract no longer exists (because you fully exchanged it for one
or more of the AXA Mutual Funds or subsequently surrendered it), into a new
contract. The new contract would be a newly issued version of your Existing
Contract (the "New Contract"). For a copy of the prospectus for the New
Contract, please contact your financial professional or call (866) 638-0550.
Please Note: A New Contract is only applicable if your Existing Contract no
longer exists, and you will be required to complete the necessary application,
order form or other documentation before the New Contract can be issued and the
exchange from the AXA Mutual Funds completed. Amounts invested in one or more
of the AXA Mutual Funds may be subject to more stringent withdrawal
requirements which will be permanent even if you transfer back into your
Existing Contract or a New Contract. For more information, please see "Tax
Information" in the Prospectus and "What are the tax implications of accepting
the offer?" below.

If your Existing Contract and the New Contract are not Plan investment options,
then you cannot transfer from AXA Mutual Funds back into your Existing Contract
or a New Contract. We reserve the right to disallow all exchanges from the AXA
Mutual Funds into Existing Contracts or New Contracts, as well as, the right to
reject individual Participant's requests to exchange some or all of their value
in the AXA Mutual Funds back into their Existing Contract or a New Contract
without rejecting other Participant's requests or all Participant's requests.
Please Note: Even if you exchange back into your Existing Contract or a New
Contract, you may not receive the same level of Guaranteed Benefits as you
originally had under your Existing Contract. Please see "How can I evaluate
this offer?" and "Appendix I".

If you exchange back into your Existing Contract or a New Contract, a new
withdrawal charge period will attach to that exchanged amount. However, no
withdrawal charge will be applied to subsequent exchanges back to AXA Mutual
Funds pursuant to this Exchange Offer. You should only exchange shares of AXA
Mutual Funds for an Existing Contract or New Contract if you have determined
that you want some or all of Guaranteed Benefits provided by the Existing
Contract or New Contract and you understand all of the fees and expenses that
you would be paying under that contract.

                                      2







How can I evaluate this offer?

You must decide between: (1) keeping your Existing Contract; or (2) fully or
partially exchanging your Existing Contract without any applicable withdrawal
charges for one or more of the AXA Mutual Funds.

If you do not accept our offer, your Existing Contract and all the Guaranteed
Benefits would continue unchanged, and any applicable charges would continue to
be deducted from your account value.

If you elect to fully exchange your Existing Contract for one or more of the
AXA Mutual Funds:

..   Your Existing Contract and its Guaranteed Benefits would terminate.

..   Your account value would transfer without incurring any applicable
    withdrawal charges, although we will deduct a pro rata portion of the
    Annual Administrative Charge if your Existing Contract's account value is
    less than $25,000 and if you have activated the Personal Income Benefit we
    will also deduct a pro rata portion of that charge calculated from the date
    of the most recent participant date anniversary to the date of the exchange.

..   If account value is exchanged from the structured investment option prior
    to maturity the segment interim value calculation could result in a
    significant decrease in the amount to be exchanged.

..   In the future, you would not have the option to receive the lifetime income
    at guaranteed annuity rates.

..   Your beneficiaries would not receive the standard death benefit which could
    be greater than your account value provided by your Existing Contract.

..   You would not have the option to receive guaranteed lifetime income under
    the Personal Income Benefit.

If you partially exchange your Existing Contract for one or more of the AXA
Mutual Funds:

..   Your account value will be reduced by the amount of the exchange.

..   The Guaranteed Annual Withdrawal Amount and Ratchet Base under the Personal
    Income Benefit (if activated) and the death benefit amount will be reduced
    on a pro rata basis. Here the pro rata reduction is calculated by taking
    the percentage the account value is reduced and reducing the Guaranteed
    Annual Withdrawal Amount, Ratchet Base and death benefit amount by that
    same percentage. For example, assume an Existing Contract has a Personal
    Income Benefit account value of $60,000 (and a Non-Personal Income Benefit
    account value of $0) with a Guaranteed Annual Withdrawal Amount of $3,000,
    a Ratchet Base of $100,000 and a death benefit of $100,000. If seventy-five
    percent of the Existing Contract ($45,000) is exchanged for an AXA Mutual
    Fund, the Existing Contract's Guaranteed Annual Withdrawal Amount, Ratchet
    Base and death benefit will also be reduced by seventy-five percent to $750
    and $25,000 and $25,000, respectively. As illustrated, the amount available
    for future withdrawals under the Personal Income Benefit would be
    significantly reduced, as would the death benefit and Ratchet Base by
    significantly more than the dollar amount of the exchange.

..   Accepting the Exchange Offer before age 65 or exchanging more than your
    Guaranteed Annual Withdrawal Amount may result in an Early or Excess
    Withdrawal under the Personal Income Benefit either of which could reduce
    or terminate the benefit.

..   The amount available for lifetime payments under the Personal Income
    Benefit will be reduced, possibly significantly.

..   If account value is exchanged from the structured investment option prior
    to maturity the segment interim value calculation could result in a
    significant decrease in the amount to be exchanged.

..   The account value that can be used for annuity payments under the Existing
    Contract's annuity payment options will also be reduced.

You should compare your Existing Contract's Guaranteed Benefits with the AXA
Mutual Fund's benefits and features. See "Appendix I". Under an AXA Mutual Fund
the death benefit is equal to the AXA Mutual Fund account value, which could be
more or less than your contributions, including the amount exchanged from your
Existing Contract. In addition, you will not be able to annuitize your AXA
Mutual Fund(s) and receive guaranteed lifetime income.

When you purchased your Existing Contract, you decided that some or all of the
Guaranteed Benefits were important to you based on your personal circumstances
at that time. When considering this Exchange Offer, you should consider whether
you no longer need or want some or all of the Guaranteed Benefits provided by
your Existing Contract, given your personal circumstances today and your future
needs because, if you accept our Exchange Offer, you will be giving up or
significantly reducing your Guaranteed Benefits. You should consider your
specific circumstances, including your specific account values, death benefit
value, Guaranteed Annual Withdrawal Amount and Ratchet Base under the Personal
Income Benefit, and the following factors:

..   How long you intend to keep your Existing Contract.

..   Whether it is important for you to leave your Existing Contract's death
    benefit to your beneficiaries.

                                      3







..   Whether your death benefit amount is greater than your account value.

..   Whether, given your current state of health, you believe you are likely to
    provide a death benefit to your beneficiaries.

..   Whether it is important for you to be able to receive guaranteed lifetime
    income.

..   Whether you have or will activate the Personal Income Benefit.

..   Whether your Ratchet Base and Guaranteed Annual Withdrawal Amount are
    higher than your current account value would support.

..   Whether, given your current state of health, you believe you are likely to
    live to enjoy the income provided by the Personal Income Benefit, if
    activated.

..   Whether the amount you plan to exchange will cause a Personal Income
    Benefit Early or Excess withdrawal.

..   If you are currently taking Guaranteed Annual Withdrawal Amount
    withdrawals, whether it is acceptable to have those withdrawals terminate
    or be reduced.

..   Whether the availability of a guaranteed interest option or structured
    investment option is important to you.

..   Whether amounts would be exchange out of the structured investment option
    prior to Segment maturity.

You should assess your own situation to decide whether to accept the Exchange
Offer. Once terminated, your Guaranteed Benefits based on the values in your
Existing Contract cannot be reinstated. In considering the factors above, and
any other factors you believe relevant, you may wish to consult with your named
beneficiaries, and your financial professional and other advisors. We cannot
provide investment advice to you, including how to weigh any relevant factors
for your particular situation. We cannot provide any advice regarding future
account value, including whether investment options under your Existing
Contract will experience market gains or losses. In addition to all the things
you and your financial professional and advisors consider, please also consider
the following questions:

1. Do you still need 100% of the guaranteed lifetime income provided by the
   Personal Income Benefit? If you do, then the offer is most likely not
   appropriate for you. If, on the other hand, your circumstances have changed
   and 100% of the guaranteed lifetime income provided by the Personal Income
   Benefit is not important, then you may want to consider the offer and decide
   if one or more of the AXA Mutual Funds is appropriate for you.

2. Do you still need 100% of the guaranteed death benefit? If you do, then the
   offer is most likely not appropriate for you. If, on the other hand, your
   circumstances have changed and 100% of the guaranteed death benefit is not
   important, then you may want to consider the offer and decide if one or more
   of the AXA Mutual Funds is appropriate for you.

3. Do you still need to invest in a guaranteed interest option at a guaranteed
   rate at least equal to your Existing Contract's guaranteed minimum annual
   rate? If you do, then the offer is most likely not appropriate for you. If,
   on the other hand, your circumstances have changed and a guaranteed interest
   option at a guaranteed rate at least equal to your Existing Contract's
   guaranteed minimum annual rate is not important, then you may want to
   consider the offer and decide if one or more of the AXA Mutual Funds is
   appropriate for you.

Also, while we are currently allowing exchanges from the AXA Mutual Funds back
into Existing Contracts (or New Contracts when applicable), we and/or your
Employer may not always. In addition, even if you can exchange back into your
Existing Contract or a New Contract, you likely will not receive the same level
of Guaranteed Benefits and a new withdrawal charge period will start.

..   When you fully exchange your Existing Contract for one or more of the AXA
    Mutual Funds, you lose the value of your existing Guaranteed Benefits which
    may be greater than the amount exchanged. If you later exchange out of your
    AXA Mutual Funds into a New Contract, you establish guaranteed benefits in
    the New Contract equal to the amount exchanged from the AXA Mutual Funds
    which may be less. For example, assume your standard death benefit amount
    ($100,000) was greater than your account value ($90,000) when you fully
    exchanged your Existing Contract into three AXA Mutual Funds. A year later
    you decide to exchange the value in your AXA Mutual Funds ($96,000) into a
    New Contract. Your new death benefit amount in the New Contract ($96,000)
    is equal the amount you exchange into the New Contract not the original
    death benefit amount which was higher.

..   When you partially exchange your Existing Contract for one or more of the
    AXA Mutual Funds, the value of your remaining Guaranteed Benefits are
    reduced on a pro rata basis (as discussed above). If you later exchange the
    same amount from your AXA Mutual Funds back into your Existing Contract,
    the value of your Guaranteed Benefits may be lower. For example, assume
    your standard death benefit amount ($100,000) was greater than your account
    value ($90,000) when you exchanged $45,000 into three AXA Mutual Funds.
    Your Existing Contract's death benefit amount immediately after the partial
    exchange would be $50,000 (the account value was reduced by 50% and
    therefore the death benefit was reduced by 50%). A year later your Existing
    Contract's account value is $49,000 and its death benefit is still equal to
    $50,000. If you then exchange the value in your AXA Mutual Funds ($48,000)
    back into your Existing Contract, your Existing Contract's death benefit
    amount immediately after the exchange will be $98,000 ($50,000 + $48,000),
    which is lower than the original death benefit amount even though the
    account value of your Existing Contract and the value of the AXA Mutual
    Funds both increased before the exchange back into your Existing Contract.

                                      4







Please remember, the AXA Mutual Funds do not provide any guaranteed benefits.
If you exchange 100% of your account value under your Existing Contract for one
or more of the AXA Mutual Funds, your Existing Contract will terminate, and you
will lose your Guaranteed Benefits. If you exchange only a portion of your
account value, the amount exchanged will reduce the account value of your
Existing Contract on a dollar-for-dollar basis and will generally reduce the
value of your death benefit, as well as, your Guaranteed Annual Withdrawal
Amount and Ratchet Base under the Personal Income Benefit on a pro rata basis
which could be greater than the dollar amount exchanged and could significantly
reduce or terminate the Personal Income Benefit. You will also be subject to
all the fees and charges under each applicable AXA Mutual Fund.

How do I accept this offer?

To accept this Exchange Offer, you must (1) be enrolled in the Program (please
contact your financial professional for more information on how to enroll in
the Program) and (2) complete the exchange form included with this Supplement.
Please complete, sign and date the exchange form and return it to us at the
following address:

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

We will not process your acceptance of the offer until all applicable
requirements are satisfied. Transactions requested but not completed due to
your failure to provide sufficient information, or for any other reason beyond
our control, will not be eligible for the offer.

Good order. If the Exchange Offer is received before the market closes on a
business day, then the exchange out of the Existing Contract and the purchase
of shares of the AXA Mutual Fund will occur at the next calculated price. The
Exchange Offer is not available on (1) any day that you are not enrolled in the
Program and (2) on a non-business day (including a non-Segment Business Day if
account value is being exchanged out of a Segment). We will not consider your
acceptance of the offer to be in good order if we receive it on such a day or
if it is missing any necessary information. If we receive your acceptance on a
non-business day and it is otherwise complete, the exchange out of your
Existing Contract and the purchase of shares of the AXA Mutual Fund will be
processed on the next business day.

What are the tax implications of accepting the offer?

We view exchanges from the Existing Contracts in whole or in part to one or
more of the AXA Mutual Funds as a "contract exchange within the same 403(b)
plan," as described in "Direct transfer contributions" in your Prospectus and
therefore, accepting this Exchange Offer will generally not be viewed as a
taxable distribution to you. However, amounts exchanged into one or more of the
AXA Mutual Funds, including earnings, may be subject to more stringent
withdrawal restrictions (e.g., employer and after tax contributions cannot be
withdrawn before the participant has a severance from employment, becomes
disabled or attains age 59 1/2). If you later decide to exchange some or all of
those amounts in your AXA Mutual Funds back into your Existing Contract or a
New Contract, such withdrawal restrictions will remain with respect to those
amounts. For more information, please see "Tax Information" in your Prospectus.
You should discuss with your tax advisor whether it makes sense for you to
accept the offer.

More information about this offer.

Although we do not directly compensate your financial professional based on
your acceptance of this Exchange Offer, your financial professional may receive
payments of varying amounts that may provide an incentive in recommending
whether or not you should accept this Exchange Offer. For example, if you
exchange some or all of your Existing Contract for an AXA Mutual Fund, your
financial professional may receive compensation upon completion of that
exchange. You should contact your financial professional for information about
the compensation he or she receives. For additional information about
compensation paid to your financial professional, see "Distribution of the
contracts" in "More information" in your Prospectus.

Please note that your Existing Contract and any New Contract, if applicable,
may each be a Program Investment Option. For ease of discussion regarding this
Exchange Offer, this Supplement separates your Existing Contract and any New
Contract from the Program Investment Options.

All exchanges are subject to our policies and procedures concerning frequent or
disruptive transfer activity.

The Exchange Offer may vary for certain contracts, certificates, and in certain
states and may not be available for all contracts or certificates, in all
states, at all times or through all financial intermediaries. All material
variations are described in this supplement. We may suspend, modify, or
terminate this Exchange Offer at any time with notice, as described in this
supplement. In the future, we may make new, additional or modified offers in
connection with these Existing Contracts or certain benefits thereunder with
different terms that may be more or less favorable than the terms described
herein.

                                      5






                                  APPENDIX I

The following chart provides a brief summary comparison of some of the
important features of your Existing Contract and the AXA Mutual Funds and
between the AXA Mutual Funds and a New Contract. You should not rely solely on
this chart in examining the differences between your Existing Contract and the
AXA Mutual Funds and between the AXA Mutual Funds and a New Contract. There may
be other differences important for you to consider prior to purchasing an AXA
Mutual Fund or a New Contract. You should read your Prospectus and other
information related to your Existing Contract and the prospectus for an AXA
Mutual Fund and a New Contract prior to requesting any exchange. If you would
like a prospectus for an AXA Mutual Fund or a New Contract, contact your
financial professional or call (866) 638-0550. Please note, this chart does not
create or modify any existing rights or Guaranteed Benefits, all of which are
only established by your Existing Contract.



--------------------------------------------------------------------------------------------
                                                   Series 201              AXA MUTUAL FUNDS
--------------------------------------------------------------------------------------------
                                                                     
Annual Administrative Charge/1/                  $65 (maximum)                   $0
                                                $30 (current)/2/
--------------------------------------------------------------------------------------------
Separate Account Expenses                            1.20%                        0
--------------------------------------------------------------------------------------------
Variable Investment Option Fees                   0.59%-2.07%                     0
--------------------------------------------------------------------------------------------
Record Keeping Fee                                     0                     0.15%-1.20%
--------------------------------------------------------------------------------------------
Mutual Fund Annual Operating Expenses                  0                     0%-2.26%/3/
--------------------------------------------------------------------------------------------
Maximum Withdrawal Charge                              5%                        0%
--------------------------------------------------------------------------------------------
Living Benefit (charge)                Personal Income Benefit guarantees        No
                                       that you can take withdrawals from
                                       your Personal Income Benefit
                                       account value up to your
                                       Guaranteed Annual Withdrawal
                                       Amount each year even if your
                                       Personal Income Benefit account
                                       value falls to zero by other than
                                       an early or excess withdrawal
                                       beginning at age 65 or later and
                                       subject to a distributable event
                                       (1.00%)
--------------------------------------------------------------------------------------------
Variable Investment Options                   92 (various classes)                0
--------------------------------------------------------------------------------------------
Death Benefit                          The greater of: (i) your account     Account Value
                                       value, 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) your total
                                       contributions, adjusted for
                                       withdrawals and any withdrawal
                                       charges and any taxes that may
                                       apply, less any outstanding loan
                                       balance plus accrued interest.
--------------------------------------------------------------------------------------------
Guaranteed minimum annual rate in the               1%-1.5%                      No
Guaranteed Interest Option/4/
--------------------------------------------------------------------------------------------
Structured Investment Option/5/                       Yes                        No
--------------------------------------------------------------------------------------------
Lifetime Payout Option                                Yes                        No
--------------------------------------------------------------------------------------------
Additional Features                    Investment simplifier; ProNvest           No
                                       Managed Account Service
--------------------------------------------------------------------------------------------

1  Or 2% of account value if less.
2  May be waived if account value exceeds certain amounts. See your Existing
   Contract for details.
3  Your Plan will designate the Mutual Funds which are available to you as
   Mutual Fund Program Investment Options. The high and low Mutual Fund Annual
   Operating Expenses will vary based on the Mutual Fund Program Investment
   Options available to you.
4  The guaranteed interest option is part of our general account and pays
   interest at guaranteed rates that are reset periodically.
5  The Structured Investment Option is an index-linked investment option.

  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 2019 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


                                         
                                                                       #684101







AXA Equitable Life Insurance Company

Supplement dated January 4, 2019 to the Current Prospectus for EQUI-VEST(R)
Employer-Sponsored Retirement Plans:

..   EQUI-VEST(R) Vantage/SM/

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

This Supplement adds information related to an exchange offer and modifies
certain related information in the above-referenced current prospectus and
statement of additional information you received and in any supplements to that
prospectus and statement of additional information (collectively, the
"Prospectus"). You should read this Supplement in conjunction with the
Prospectus and retain it for future reference. Unless otherwise indicated, all
other information included in the Prospectus remains unchanged. The terms and
section headings we use in this Supplement have the same meaning as in the
Prospectus. We will send you another copy of any prospectus or supplement
without charge upon request. Please contact the customer service group
referenced in your Prospectus or call (866) 638-0550.

                                EXCHANGE OFFER

This Supplement describes an Exchange Offer we are making to you in connection
with your variable annuity contract. This Supplement contains important
information that you should know before accepting this Exchange Offer.

                      NO ACTION IS REQUIRED ON YOUR PART

You are not required to accept this Exchange Offer or take any action under
your Existing Contract. If you do not accept this Exchange Offer, your Existing
Contract will continue unchanged.

You should carefully read this Supplement in conjunction with your Prospectus
before making your decision regarding this Exchange Offer. If you have any
questions about this Exchange Offer, contact your financial professional or
call us directly at (866) 638-0550.

Why am I receiving this offer?

Your Employer or Plan has decided to make available to you the AXA Retirement
360 Defined Contribution Program (the "Program"), which is a retirement program
designed to provide participants ("Participants") a single coordinated program
selection of investment options, including certain mutual fund options and a
fixed annuity contract option (each a "Program Investment Option" and
collectively the "Program Investment Options"). In the future, we expect to
expand the investment options available under the Program. Please note that
certain Program Investment Options may be offered, advised or subadvised by AXA
Equitable or one or more of our affiliates.

Because the Program is available to you, we will permit owners of the contracts
and/or certificates (each an "Existing Contract" and collectively the "Existing
Contracts") to exchange some or all of their Existing Contract for one or more
affiliated mutual funds that are also Program Investment Options (each an "AXA
Mutual Fund" and collectively the "AXA Mutual Funds") without imposing
withdrawal charges, although a market value adjustment may apply (the "Exchange
Offer"). This Exchange Offer also includes any subsequent exchanges under the
Program of shares of an AXA Mutual Fund for an Existing Contract or a New
Contract (described below) and any future exchanges under the Program between
Existing Contracts and New Contracts and AXA Mutual Funds.

You should carefully read this Supplement and your Prospectus and the
prospectuses for the AXA Mutual Funds before making your decision regarding
this Exchange Offer. This Exchange Offer allows you to exchange some or all of
the account value in your Existing Contract for one or more of the AXA Mutual
Funds without paying withdrawal charges, although a market value adjustment may
apply. You should only exchange some or all of the account value in your
Existing Contract if you have determined you no longer need or want some or all
of the Guaranteed Benefits (described below) provided by your Existing
Contract. The AXA Mutual Funds do not offer any of these Guaranteed Benefits.
If you accept this Exchange Offer your Guaranteed Benefits will terminate or be
reduced and they cannot be reinstated.

What is this offer? How does this offer work?

You can exchange some or all of your Existing Contract without incurring
withdrawal charges for one or more of the AXA Mutual Funds, although a market
value adjustment may apply. The minimum amount that may be exchanged pursuant
to this Exchange Offer is $20. If you are considering investing in one or more
of the AXA Mutual Funds you should contact your financial professional, who
will be able to explain the details of the AXA Mutual Funds and provide you
with the proper forms and applications necessary to complete the transaction.
AXA Mutual Funds can only be purchased through a broker-dealer and this
Exchange Offer is not available through all broker-dealer firms.

Under this Exchange Offer, the full or partial exchange of your Existing
Contract will not trigger any applicable withdrawal charge under your Existing
Contract. In addition, since the AXA Mutual Funds do not have withdrawal
charges, any account value from your Existing Contract transferred into the AXA
Mutual Funds would not be subject to any withdrawal charge under the AXA Mutual
Funds (but would be subject to all other charges and fees under each applicable
AXA Mutual Fund). However, any exchange of account value from a fixed maturity
option under an Existing Contract will be subject to a market value adjustment
which could decrease the amount to be exchanged or the amount remaining in the
fixed maturity option, perhaps significantly.







Your Existing Contract has certain benefits that are not offered under any AXA
Mutual Fund (the "Guaranteed Benefits"):

..   a standard death benefit;

..   the ability to annuitize at guaranteed annuitization rates and receive
    guaranteed income for life;

..   a guaranteed interest option (investment option that pays interest at
    guaranteed rates);

..   fixed maturity options (investment option that pays interest over a 1-10
    year period);

..   a structured investment option (NJ ACTS only) (investment option that may
    credit interest based, in part, on the performance of an external index);

..   the optional enhanced death benefit; and

..   the Investment Simplifier (fixed dollar option and interest sweep).

You should carefully consider whether an exchange is appropriate for you by
comparing the Guaranteed Benefits provided by your Existing Contract to the
benefits and features provided by the AXA Mutual Fund(s). The AXA Mutual Funds
do not provide any guaranteed benefits and if you accept this Exchange Offer
your Guaranteed Benefits will be terminated or reduced, perhaps significantly.

You should also compare the fees and charges of your Existing Contract to the
fees and charges of the AXA Mutual Funds (mutual fund annual operating expenses
include management fees, distribution and/or service (12b-1) fees and other
expenses). You will also pay a record keeping fee on assets invested in AXA
Mutual Funds. There are no front-end or back-end sales charges for the AXA
Mutual Funds. For a copy of the prospectus for an AXA Mutual Fund, please
contact your financial professional or call (866) 638-0550. Please also see
"How can I evaluate this offer?" and "Appendix I".

When your Employer or Plan made the Program available to you it also decided
how ongoing contributions may be allocated. That decision determined the terms
under which you can exchange some or all of the account value in your Existing
Contract into one or more of the AXA Mutual Funds. Accordingly, (1) if your
Employer or Plan does not permit ongoing contributions to the Existing
Contracts, then you can elect to exchange some or all of the account value in
your Existing Contract into one or more of the AXA Mutual Funds or (2) if your
Employer or Plan does permit ongoing contributions to Existing Contracts, then
you can only exchange 100% of the account value in your Existing Contract into
one or more of the AXA Mutual Funds. If your Employer or Plan changes how
ongoing contributions may be allocated, your options may change. Employer or
Plan restrictions may prevent you from accepting this Exchange Offer. Amounts
invested in one or more of the AXA Mutual Funds may be subject to more
stringent withdrawal requirements. For more information, please see "Tax
Information" in the Prospectus and "What are the tax implications of accepting
the offer?" below.

We reserve the right to terminate or materially amend this Exchange Offer with
respect to any or all Existing Contracts, as well as, any or all AXA Mutual
Funds with notice at least 60 days prior to the date of termination or the
effective date of the amendment, subject to the following limited exceptions.
First, no such notice would be required if, under extraordinary circumstances,
there is a suspension in the redemption of the Existing Contract under
Section 22(e) of the 1940 Act or the rules thereunder. Second, no such notice
would be required if the AXA Mutual Fund temporarily delays or ceases the sale
of the security because it is unable to invest amounts effectively in
accordance with applicable investment objectives, policies and restrictions.

Can I subsequently exchange back into my Existing Contract or a New Contract?

If permitted by your Employer or Plan, you can generally exchange some or all
of the value in your AXA Mutual Fund(s) back into your Existing Contract or, if
your Existing Contract no longer exists (because you fully exchanged it for one
or more of the AXA Mutual Funds or subsequently surrendered it), into a new
contract. The new contract would be either a newly issued version of your
terminated Existing Contract if it is still available for new sales or, if it
is not available for new sales, the EQUI-VEST(R) (Series 201) variable annuity
(the "New Contract"). For a copy of the prospectus for the New Contract, please
contact your financial professional or call (866) 638-0550. Please Note: A New
Contract is only applicable if your Existing Contract no longer exists, and you
will be required to complete the necessary application, order form or other
documentation before the New Contract can be issued and the exchange from the
AXA Mutual Funds completed. Amounts invested in one or more of the AXA Mutual
Funds may be subject to more stringent withdrawal requirements which will be
permanent even if you transfer back into your Existing Contract or a New
Contract. For more information, please see "Tax Information" in the Prospectus
and "What are the tax implications of accepting the offer?" below.

If your Existing Contract and the New Contract are not Plan investment options,
then you cannot transfer from AXA Mutual Funds back into your Existing Contract
or a New Contract. We reserve the right to disallow all exchanges from the AXA
Mutual Funds into Existing Contracts or New Contracts, as well as, the right to
reject individual Participant's requests to exchange some or all of their value
in the AXA Mutual Funds back into their Existing Contract or a New Contract
without rejecting other Participant's requests or all Participant's requests.
Please Note: Even if you exchange back into your Existing Contract or a New
Contract, you may not receive the same level of Guaranteed Benefits as you
originally had under your Existing Contract. Please see "How can I evaluate
this offer?" and "Appendix I".

If you exchange back into your Existing Contract or a New Contract, a new
withdrawal charge period will attach to that exchanged amount. However, no
withdrawal charge will be applied to subsequent exchanges back to AXA Mutual
Funds pursuant to this Exchange Offer, although a market value adjustment may
apply. You should only exchange shares of AXA Mutual Funds for an Existing
Contract or New Contract if you have determined that you want some or all of
Guaranteed Benefits provided by the Existing Contract or New Contract and you
understand all of the fees and expenses that you would be paying under that
contract.

                                      2







How can I evaluate this offer?

You must decide between: (1) keeping your Existing Contract; or (2) fully or
partially exchanging your Existing Contract without any applicable withdrawal
charges (although a market value adjustment may apply) for one or more of the
AXA Mutual Funds.

If you do not accept our offer, your Existing Contract and all of the
Guaranteed Benefits would continue unchanged, and any applicable charges would
continue to be deducted from your account value.

If you elect to fully exchange your Existing Contract for one or more of the
AXA Mutual Funds:

..   Your Existing Contract and its Guaranteed Benefits would terminate.

..   Your account value would transfer without incurring any applicable
    withdrawal charges, although we will deduct a pro rata portion of the
    Annual Administrative Charge if your Existing Contract's account value is
    less than $25,000 calculated from the date of the most recent participant
    date anniversary to the date of the exchange.

..   We will impose a market value adjustment on any account value exchanged
    from a fixed maturity option under an Existing Contract, which could
    significantly decrease the amount to be exchanged, particularly if there is
    a long time remaining until the fixed maturity option's maturity date.

..   If account value is exchanged from the structured investment option prior
    to maturity the segment interim value calculation could result in a
    significant decrease in the amount to be exchanged (NJ ACTS only).

..   In the future, you would not have the option to receive the lifetime income
    at guaranteed annuity rates.

..   Your beneficiaries would not receive the standard death benefit which could
    be greater than your account value provided by your Existing Contract.

..   Your beneficiaries would not receive the enhanced death benefit amount
    under your Existing Contract if you elected the enhanced death benefit.

If you partially exchange your Existing Contract for one or more of the AXA
Mutual Funds:

..   Your account value will be reduced by the amount of the exchange.

..   We will impose a market value adjustment on any account value exchanged
    from a fixed maturity option under an Existing Contract, which could
    significantly decrease the fixed maturity amount, particularly if there is
    a long time remaining until the fixed maturity option's maturity date.

..   If account value is exchanged from the structured investment option prior
    to maturity the segment interim value calculation could result in a
    significant decrease in the amount to be exchanged (NJ ACTS only).

..   The account value that can be used for annuity payments under the Existing
    Contract's annuity payment options will also be reduced.

You should compare your Existing Contract's Guaranteed Benefits with the AXA
Mutual Fund's benefits and features. See "Appendix I". Under an AXA Mutual Fund
the death benefit is equal to your AXA Mutual Fund account value, which could
be more or less than your contributions, including the amount exchanged from
your Existing Contract. In addition, you will not be able to annuitize your AXA
Mutual Fund(s) and receive guaranteed lifetime income.

When you purchased your Existing Contract, you decided that some or all of the
Guaranteed Benefits were important to you based on your personal circumstances
at that time. When considering this Exchange Offer, you should consider whether
you no longer need or want some or all of the Guaranteed Benefits provided by
your Existing Contract, given your personal circumstances today and your future
needs because, if you accept our Exchange Offer, you will be giving up or
significantly reducing your Guaranteed Benefits. You should consider your
specific circumstances, including your specific account values, death benefit
value, and the following factors:

..   How long you intend to keep your Existing Contract.

..   Whether it is important for you to leave your Existing Contract's death
    benefit to your beneficiaries.

..   Whether your death benefit amount is greater than your account value.

..   Whether, given your current state of health, you believe you are likely to
    provide a death benefit to your beneficiaries.

..   Whether it is important for you to be able to receive guaranteed lifetime
    income.

..   Whether the availability of a guaranteed interest option, fixed maturity
    options or structured investment option (NJ ACTS only) is important to you.

..   Whether a market value adjustment would apply.

..   Whether amounts would be exchange out of the structured investment option
    prior to Segment maturity (NJ ACTS only).

                                      3







You should assess your own situation to decide whether to accept the Exchange
Offer. Once terminated, your Guaranteed Benefits based on the values in your
Existing Contract cannot be reinstated. In considering the factors above, and
any other factors you believe relevant, you may wish to consult with your named
beneficiaries, and your financial professional and other advisors. We cannot
provide investment advice to you, including how to weigh any relevant factors
for your particular situation. We cannot provide any advice regarding future
account value, including whether investment options under your Existing
Contract will experience market gains or losses. In addition to all the things
you and your financial professional and advisors consider, please also consider
the following questions:

1. Do you still need 100% of the guaranteed death benefit? If you do, then the
   offer is most likely not appropriate for you. If, on the other hand, your
   circumstances have changed and 100% of the guaranteed death benefit is not
   important, then you may want to consider the offer and decide if one or more
   of the AXA Mutual Funds is appropriate for you.

2. Do you still need to invest in a guaranteed interest option at a guaranteed
   rate at least equal to your Existing Contract's guaranteed minimum annual
   rate? If you do, then the offer is most likely not appropriate for you. If,
   on the other hand, your circumstances have changed and a guaranteed interest
   option at a guaranteed rate at least equal to your Existing Contract's
   guaranteed minimum annual rate is not important, then you may want to
   consider the offer and decide if one or more of the AXA Mutual Funds is
   appropriate for you.

Also, while we are currently allowing exchanges from the AXA Mutual Funds back
into Existing Contracts (or New Contracts when applicable), we and/or your
Employer may not always. In addition, even if you can exchange back into your
Existing Contract or a New Contract, you likely will not receive the same level
of Guaranteed Benefits and a new withdrawal charge period will start.

..   When you fully exchange your Existing Contract for one or more of the AXA
    Mutual Funds, you lose the value of your existing Guaranteed Benefits which
    may be greater than the amount exchanged. If you later exchange out of your
    AXA Mutual Funds into a New Contract, you establish guaranteed benefits in
    the New Contract equal to the amount exchanged from the AXA Mutual Funds
    which may be less. For example, assume your standard death benefit amount
    ($100,000) was greater than your account value ($90,000) when you fully
    exchanged your Existing Contract into three AXA Mutual Funds. A year later
    you decide to exchange the value in your AXA Mutual Funds ($96,000) into a
    New Contract. Your new death benefit amount in the New Contract ($96,000)
    is equal the amount you exchange into the New Contract not the original
    death benefit amount which was higher.

..   When you partially exchange your Existing Contract for one or more of the
    AXA Mutual Funds, the value of your remaining Guaranteed Benefits are
    reduced on a pro rata basis (as discussed above). If you later exchange the
    same amount from your AXA Mutual Funds back into your Existing Contract,
    the value of your Guaranteed Benefits may be lower. For example, assume
    your standard death benefit amount ($100,000) was greater than your account
    value ($90,000) when you exchanged $45,000 into three AXA Mutual Funds.
    Your Existing Contract's death benefit amount immediately after the partial
    exchange would be $50,000 (the account value was reduced by 50% and
    therefore the death benefit was reduced by 50%). A year later your Existing
    Contract's account value is $49,000 and its death benefit is still equal to
    $50,000. If you then exchange the value in your AXA Mutual Funds ($48,000)
    back into your Existing Contract, your Existing Contract's death benefit
    amount immediately after the exchange will be $98,000 ($50,000 + $48,000),
    which is lower than the original death benefit amount even though the
    account value of your Existing Contract and the value of the AXA Mutual
    Funds both increased before the exchange back into your Existing Contract.

Please remember, the AXA Mutual Funds do no provide any guaranteed benefits. If
you exchange 100% of your account value under your Existing Contract for one or
more of the AXA Mutual Funds, your Existing Contract will terminate, and you
will lose your Guaranteed Benefits. If you exchange only a portion of your
account value, the amount exchanged will reduce the account value of your
Existing Contract on a dollar-for-dollar basis and will generally reduce the
value of your death benefit, on a pro rata basis which could be greater than
the dollar amount exchanged. You will also be subject to all the fees and
charges under each applicable AXA Mutual Fund.

How do I accept this offer?

To accept this Exchange Offer, you must (1) be enrolled in the Program (please
contact your financial professional for more information on how to enroll in
the Program) and (2) complete the exchange form included with this Supplement.
Please complete, sign and date the exchange form and return it to us at the
following address:

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

We will not process your acceptance of the offer until all applicable
requirements are satisfied. Transactions requested but not completed due to
your failure to provide sufficient information, or for any other reason beyond
our control, will not be eligible for the offer.

Good order. If the Exchange Offer is received before the market closes on a
business day, then the exchange out of the Existing Contract and the purchase
of shares of the AXA Mutual Fund will occur at the next calculated price. The
Exchange Offer is not available on (1) any day that you are not enrolled in the
Program and (2) on a non-business day (including a non-Segment Business Day if
account value is being exchanged out of a Segment). We will not consider your
acceptance of the offer to be in good order if we receive it on such a day or
if it is missing any necessary information. If we receive your acceptance on a
non-business day and it is otherwise complete, the exchange out of your
Existing Contract and the purchase of shares of the AXA Mutual Fund will be
processed on the next business day.

                                      4







What are the tax implications of accepting the offer?

We view exchanges from the Existing Contracts in whole or in part to one or
more of the AXA Mutual Funds as a "contract exchange within the same 403(b)
plan," as described in "Direct transfer contributions" in your Prospectus and
therefore, accepting this Exchange Offer will generally not be viewed as a
taxable distribution to you. However, amounts exchanged into one or more of the
AXA Mutual Funds, including earnings, may be subject to more stringent
withdrawal restrictions (e.g., employer and after tax contributions cannot be
withdrawn before the participant has a severance from employment, becomes
disabled or attains age 59 1/2). If you later decide to exchange some or all of
those amounts in your AXA Mutual Funds back into your Existing Contract or a
New Contract, such withdrawal restrictions will remain with respect to those
amounts. For more information, please see "Tax Information" in your Prospectus.
You should discuss with your tax advisor whether it makes sense for you to
accept the offer.

More information about this offer.

Although we do not directly compensate your financial professional based on
your acceptance of this Exchange Offer, your financial professional may receive
payments of varying amounts that may provide an incentive in recommending
whether or not you should accept this Exchange Offer. For example, if you
exchange some or all of your Existing Contract for an AXA Mutual Fund, your
financial professional may receive compensation upon completion of that
exchange. You should contact your financial professional for information about
the compensation he or she receives. For additional information about
compensation paid to your financial professional, see "Distribution of the
contracts" in "More information" in your Prospectus.

Please note that your Existing Contract and any New Contract, if applicable,
may each be a Program Investment Option. For ease of discussion regarding this
Exchange Offer, this Supplement separates your Existing Contract and any New
Contract from the Program Investment Options.

All exchanges are subject to our policies and procedures concerning frequent or
disruptive transfer activity.

The Exchange Offer may vary for certain contracts, certificates, and in certain
states and may not be available for all contracts or certificates, in all
states, at all times or through all financial intermediaries. All material
variations are described in this supplement. We may suspend, modify, or
terminate this Exchange Offer at any time with notice, as described in this
supplement. In the future, we may make new, additional or modified offers in
connection with these Existing Contracts or certain benefits thereunder with
different terms that may be more or less favorable than the terms described
herein.

                                      5






                                  APPENDIX I

The following chart provides a brief summary comparison of some of the
important features of your Existing Contract and the AXA Mutual Funds and
between the AXA Mutual Funds and a New Contract. You should not rely solely on
this chart in examining the differences between your Existing Contract and the
AXA Mutual Funds and between the AXA Mutual Funds and a New Contract. There may
be other differences important for you to consider prior to purchasing an AXA
Mutual Fund or a New Contract. You should read your Prospectus and other
information related to your Existing Contract and the prospectus for an AXA
Mutual Fund and a New Contract prior to requesting any exchange. If you would
like a prospectus for an AXA Mutual Fund or a New Contract, contact your
financial professional or call (866) 638-0550. Please note, this chart does not
create or modify any existing rights or Guaranteed Benefits, all of which are
only established by your Existing Contract.



-----------------------------------------------------------------------------------------------
                             Vantage/SM/           AXA MUTUAL FUNDS           Series 201
-----------------------------------------------------------------------------------------------
                                                               
Annual Administrative                                                       $65 (maximum)
Charge/1/                         $0                      $0               $30 (current)/2/
-----------------------------------------------------------------------------------------------
Separate Account
Expenses                     0.50%-0.90%                  0                     1.20%
-----------------------------------------------------------------------------------------------
Variable Investment
Option Fees                  0.59%-1.94%                  0                  0.59%-2.07%
-----------------------------------------------------------------------------------------------
Record Keeping Fee                0                  0.15%-1.20%                  0
-----------------------------------------------------------------------------------------------
Mutual Fund Annual
Operating Expenses                0                  0%-2.26%/3/                  0
-----------------------------------------------------------------------------------------------
Maximum Withdrawal
Charge                          0%-6%                     0%                      5%
-----------------------------------------------------------------------------------------------
Living Benefit (charge)           No                      No            Personal Income
                                                                        Benefit guarantees
                                                                        that you can take
                                                                        withdrawals from your
                                                                        Personal Income
                                                                        Benefit account value
                                                                        up to your Guaranteed
                                                                        Annual Withdrawal
                                                                        Amount each year even
                                                                        if your Personal
                                                                        Income Benefit account
                                                                        value falls to zero by
                                                                        other than an early or
                                                                        excess withdrawal
                                                                        beginning at age 65 or
                                                                        later and subject to a
                                                                        distributable event
                                                                        (1.00%)
-----------------------------------------------------------------------------------------------
Variable Investment
Options                           93                      0              92 (various classes)
-----------------------------------------------------------------------------------------------
Death Benefit           The greater of:             Account Value       The greater of: (i)
                        (i) your account                                your account value,
                        value, less any                                 less any outstanding
                        outstanding loan                                loan balance plus
                        balance plus accrued                            accrued interest as of
                        interest as of the                              the date we receive
                        date we receive                                 satisfactory proof of
                        satisfactory proof of                           death, any required
                        death, any required                             instructions,
                        instructions,                                   information and forms
                        information and forms                           necessary to effect
                        necessary to effect                             payment; and (ii) your
                        payment; and (ii) your                          total contributions,
                        total contributions,                            adjusted for
                        adjusted for                                    withdrawals and any
                        withdrawals and any                             withdrawal charges and
                        withdrawal charges and                          any taxes that may
                        any taxes that may                              apply, less any
                        apply, less any                                 outstanding loan
                        outstanding loan                                balance plus accrued
                        balance (in certain                             interest.
                        newer contracts there
                        is no outstanding loan
                        balance) plus accrued
                        interest.
-----------------------------------------------------------------------------------------------
Enhanced Death Benefit  The greater of: (a)               No                      No
                        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.
-----------------------------------------------------------------------------------------------


                                      6








-----------------------------------------------------------------------------------------------
                             Vantage/SM/           AXA MUTUAL FUNDS           Series 201
-----------------------------------------------------------------------------------------------
                                                               
Guaranteed minimum              1%-4%                     No                   1%-1.5%
annual rate in the
Guaranteed Interest
Option/4/
-----------------------------------------------------------------------------------------------
Fixed Maturity
Options/5/                       Yes                      No                      No
-----------------------------------------------------------------------------------------------
Structured Investment
Option/6/                 Yes (NJ ACTS only)              No                     Yes
-----------------------------------------------------------------------------------------------
Lifetime Payout Option           Yes                      No                     Yes
-----------------------------------------------------------------------------------------------
Additional Features     Investment simplifier             No            Investment simplifier;
                                                                        ProNvest Managed
                                                                        Account Service
-----------------------------------------------------------------------------------------------

1  Or 2% of account value if less.
2  May be waived if account value exceeds certain amounts. See your Existing
   Contract for details.
3  Your Plan will designate the Mutual Funds which are available to you as
   Mutual Fund Program Investment Options. The high and low Mutual Fund Annual
   Operating Expenses will vary based on the Mutual Fund Program Investment
   Options available to you.
4  The guaranteed interest option is part of our general account and pays
   interest at guaranteed rates that are reset periodically.
5  The fixed maturity option is part of our general account and pays interest
   at a fixed rate for the duration of the option (generally between 1 -- 10
   years). A positive or negative market value adjustment applies if amounts
   are withdrawn before maturity.
6  The Structured Investment Option is an index-linked investment option.




  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 2019 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


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