FORM OF AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

                             FORM OF AMENDMENT NO. 3
                                       TO
                             PARTICIPATION AGREEMENT


        Form of Amendment No. 3, dated as of April 30, 1999 ("Amendment"), to
Participation Agreement dated as of April 14, 1997 ("Original Agreement") as
amended by Amendment No. 1, dated as of December 9, 1997, and Amendment No. 2,
dated as of December 31, 1998 (collectively the "Agreement") by and among EQ
Advisors Trust, The Equitable Life Assurance Society of the United States,
Equitable Distributors, Inc. and EQ Financial Consultants, Inc. (collectively,
the "Parties").

        The Parties hereby agree that Schedule B to the Agreement is replaced in
its entirety by the schedule attached hereto entitled "Schedule B".

        Except as modified and amended hereby, the Agreement is hereby ratified
and confirmed in full force and effect in accordance with its terms.

        IN WITNESS WHEREOF, the parties have executed and delivered this Form of
Amendment No. 3 as of the date first above set forth.


EQ ADVISORS TRUST                       THE EQUITABLE LIFE ASSURANCE
                                        SOCIETY OF THE UNITED STATES
By:
   -----------------------------
   Name:  Xxxxx X. Xxxxx                By:
   Title: President and Trustee            -----------------------------
                                           Name:  Xxxxx X. Xxxxx
                                           Title: Executive Vice President
                                                  and Chief Investment Officer


EQUITABLE DISTRIBUTORS, INC.           EQ FINANCIAL CONSULTANTS, INC.

By:                                    By:
   -----------------------------          -----------------------------
   Name:  Xxxxxx X. Xxxxxx                Name:  Xxxxxxx X. Xxxxxx
   Title: Chairman of the Board           Title: Chairman of the Board
                                                 and Chief Executive Officer

                                       1


                                   SCHEDULE B
                                       TO
               FORM OF AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT


                        DESIGNATED PORTFOLIOS AND CLASSES

                                  PORTFOLIOS OF
                                EQ ADVISORS TRUST

                 Portfolios                                    Classes
                 ----------                                    -------

BT Equity 500 Index Portfolio                           Class IA and Class IB
BT International Equity Index Portfolio                 Class IA and Class IB
BT Small Company Index Portfolio                        Class IA and Class IB
EQ/Alliance Premier Growth Portfolio                    Class IA and Class IB
EQ/Capital Guardian International Equities Portfolio    Class IA and Class IB
EQ/Capital Guardian Research Portfolio                  Class IA and Class IB
EQ/Capital Guardian U.S. Equities Portfolio             Class IA and Class IB
EQ/Xxxxxx Balanced Portfolio                            Class IA and Class IB
EQ/Xxxxxx Growth & Income Value Portfolio               Class IA and Class IB
EQ/Xxxxxx International Equity Portfolio                Class IA and Class IB
EQ/Xxxxxx Investors Growth Portfolio                    Class IA and Class IB
EQ/Evergreen Foundation Portfolio                       Class IA and Class IB
EQ/Evergreen Portfolio                                  Class IA and Class IB
JPM Core Bond Portfolio                                 Class IA and Class XX
Xxxxxx Large Cap Value Portfolio                        Class IA and Class XX
Xxxxxx Small Cap Value Portfolio                        Class IA and Class XX
Xxxxxxx Xxxxx Basic Value Equity Portfolio              Class IA and Class XX
Xxxxxxx Xxxxx World Strategy Portfolio                  Class IA and Class IB
MFS Emerging Growth Companies Portfolio                 Class IA and Class IB
MFS Growth with Income Portfolio                        Class IA and Class IB
MFS Research Portfolio                                  Class IA and Class XX
Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio        Class IA and Class XX
X. Xxxx Price Equity Income Portfolio                   Class IA and Class XX
X. Xxxx Price International Stock Portfolio             Class IA and Class XX
Xxxxxxx Xxxxxx Small Company Value Portfolio            Class IA and Class IB

                                       2