EQ ADVISORS TRUST, 497, 1999-06-10

EQ ADVISORS TRUST
497, 1999-06-10

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Filed Pursuant to Rule 497(e)
Registration File No.: 33-17217

EQ ADVISORS TRUST

EQUITABLE INVESTMENT PLAN PROSPECTUS

MAY 1, 1999

This Prospectus describes the five series of EQ Advisors Trust (each a
"Portfolio and together the "Portfolios") offered to The Equitable Investment
Plan for Employees, Managers and Agents ("Equitable Investment Plan") . Each
Portfolio has its own investment objective and strategies that are designed to
meet different investment goals. This Prospectus contains information you should
know before investing. Please read it carefully before you invest and keep it
for future reference.

DOMESTIC EQUITY PORFOLIOS AGGRESSIVE EQUITY PORTFOLIOS
- ------------------------- ----------------------------
<S> <C>

EQ/Alliance Premier Growth Portfolio MFS Emerging Growth Companies Portfolio
T. Rowe Price Equity Income Portfolio Warburg Pincus Small Company Value Portfolio

INTERNATIONAL EQUITY PORTFOLIO
- ------------------------------

BT International Equity Index Portfolio

</TABLE>

You should be aware that the Securities and Exchange Commission has not approved
or disapproved of the investment merit of these Portfolios or determined if this
Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

<PAGE>

EQ ADVISORS TRUST

This Prospectus tells you about the five Portfolios of the EQ Advisors Trust
("Trust") offered under the Equitable Investment Plan. The Trust is an open-end
management investment company. Each Portfolio is a separate series of the Trust
with its own investment objective(s), investment strategies and risks, which are
described in this Prospectus. Each of the Portfolios is diversified for purposes
of the Investment Company Act of 1940, as amended ("1940 Act").

The Trust's shares are currently sold only to insurance company separate
accounts in connection with variable life insurance contracts and variable
annuity certificates and contracts (the "Contract" or collectively, the
"Contracts") issued by The Equitable Life Assurance Society of the United States
("Equitable") and Equitable of Colorado, Inc. ("EOC") and to the Equitable
Investment Plan. This prospectus is designed to help you make informed decisions
about the Class IA shares of the Portfolios that are available under the
Equitable Investment Plan.

EQ Financial Consultants, Inc. ("Manager") serves as the Manager of the Trust,
subject to the supervision and direction of the Board of Trustees. The Manager
has overall responsibility for the general management and administration of the
Trust. During 1999, the Manager plans to change its name to AXA Advisors, Inc.
Each of the Portfolios has its own investment adviser ("Adviser"). Information
about the Adviser for each Portfolio is contained in the description concerning
that Portfolio in the section entitled "About the Investment Portfolios." The
Manager has the ultimate responsibility to oversee each of the Advisers and to
recommend their hiring, termination and replacement. Subject to approval by the
Board of Trustees, the Manager may without obtaining shareholder approval: (i)
select Advisers for each of the Trust's Portfolios; (ii) enter into and
materially modify existing investment advisory agreements; and (iii) terminate
and replace the Advisers.

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[2nd right hand page]

TABLE OF CONTENTS

PAGE
----

EQ ADVISORS TRUST..................................................1

SUMMARY INFORMATION CONCERNING [EQ ADVISORS TRUST].................4

ABOUT THE INVESTMENT PORTFOLIOS....................................6

EQ/Alliance Premier Growth Portfolio.........................9
T. Rowe Price Equity Income Portfolio.......................12
MFS Emerging Growth Companies Portfolio.....................15
Warburg Pincus Small Company Value Portfolio................18
BT International Equity Index Portfolio.....................21

MORE INFORMATION ON PRINCIPAL RISKS...............................24

MANAGEMENT OF THE TRUST...........................................29

Fund Distribution Arrangements..............................31
Purchase And Redemption.....................................31
How Assets Are Valued.......................................32
Tax Information.............................................32
Prior Performance Of Each Adviser...........................34
Financial Highlights........................................36

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[TWO PAGE SPREAD]

SUMMARY INFORMATION CONCERNING EQ ADVISORS TRUST

The following charts highlight the five Portfolios available to you as
investment alternatives under Contracts offered by Equitable or EOC. The chart
and accompanying information identify each Portfolio's investment objective(s),
principal investment strategies, and principal risks. For additional information
on risks, please see "MORE INFORMATION ON PRINCIPAL RISKS" beginning on page 25

EQ ADVISORS TRUST
DOMESTIC EQUITY PORTFOLIOS
PART A
------------------------------------------------- -------------------------------------------
<S> <C> <C>

PORTFOLIO INVESTMENT OBJECTIVE(S)

------------------------------------------------- -------------------------------------------
EQ/ALLIANCE PREMIER GROWTH Seeks long-term growth of capital by
primarily investing in equity securities
of a limited number of large, carefully
selected, high quality United States
companies that are judged, by the
Adviser, likely to achieve superior
earnings growth.
------------------------------------------------- -------------------------------------------
T. ROWE PRICE EQUITY INCOME Seeks to provide substantial dividend
income and also capital appreciation by
investing primarily in dividend-paying
common stocks of established companies

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

EQ ADVISORS TRUST
AGGRESSIVE EQUITY PORTFOLIOS
PART A
------------------------------------------------- -------------------------------------------

PORTFOLIO INVESTMENT OBJECTIVE(S)

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

MFS EMERGING GROWTH COMPANIES Seeks to provide long-term capital growth

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

WARBURG PINCUS SMALL COMPANY VALUE Seeks long-term capital appreciation

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

EQ ADVISORS TRUST
INTERNATIONAL PORTFOLIOS
PART A
------------------------------------------------- -------------------------------------------

PORTFOLIO INVESTMENT OBJECTIVE(S)

------------------------------------------------- -------------------------------------------
BT INTERNATIONAL EQUITY INDEX Seeks to replicate as closely as
possible (before deduction of Portfolio
expenses) the total return of the MSCI EAFE
Index
------------------------------------------------- -------------------------------------------
</TABLE>

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EQ ADVISORS TRUST
DOMESTIC EQUITY PORTFOLIOS
PART B
------------------------------------------------- -------------------------------------------
<S> <C> <C>

PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS

------------------------------------------------- -------------------------------------------
Equity Securities of a limited number of large, General investment, focused portfolio,
high quality companies that are likely to offer growth investing, convertible securities,
superior earnings growth. derivatives, and foreign securities risk.
------------------------------------------------- -------------------------------------------
Dividend-paying common stocks of established General investment, value investing,
companies foreign securities, and fixed income risks
------------------------------------------------- -------------------------------------------

EQ ADVISORS TRUST
AGGRESSIVE EQUITY PORTFOLIOS
PART B
---------------------------------------------- ----------------------------------------

PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS

---------------------------------------------- ----------------------------------------
Equity securities of emerging growth General investment, small-cap and
companies with the potential to become mid-cap company, foreign securities,
major enterprises and growth investing risks
---------------------------------------------- ----------------------------------------
Equity securities of U.S. small cap General investment, small-cap and
companies mid-cap company, foreign securities,
fixed income, and value investing risks
---------------------------------------------- ----------------------------------------

EQ ADVISORS TRUST
INTERNATIONAL PORTFOLIOS
PART B
---------------------------------------------- ----------------------------------------

PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS

---------------------------------------------- ----------------------------------------
Equity securities of companies in the MSCI General investment, index-fund,
EAFE Index foreign securities, liquidity, and
derivatives risks
---------------------------------------------- ----------------------------------------

</TABLE>

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ABOUT THE INVESTMENT PORTFOLIOS

This section of the Prospectus provides a more complete description of the
principal investment objectives, strategies, and risks of each Portfolio. Of
course, there can be no assurance that any Portfolio will achieve its investment
objective.

Please note that:

o Additional information on principal risks is included in the section "MORE
INFORMATION ON PRINCIPAL RISKS," beginning on page 25.

o Additional information concerning each Portfolio's strategies, investments,
and risks can also be found in the Trust's Statement of Additional
Information.

GENERAL INVESTMENT RISKS: Each Portfolio is subject to the following risks:

ASSET CLASS RISK: The returns from the types of securities in which a
Portfolio invests may underperform returns from the various general
securities markets or different asset classes.

MARKET RISK: You could lose money over short periods due to fluctuation
in a Portfolio's share price in reaction to stock or bond market
movements, and over longer periods during extended market downturns.

SECURITY SELECTION RISK: There is the possibility that the specific
securities selected by a Portfolio's Adviser will underperform other
funds in the same asset class or benchmarks that are representative of
the general performance of the asset class.

YEAR 2000 RISK: A Portfolio could be adversely affected if the computer
systems used by the Trust, Adviser, other service providers, or persons
with whom they deal, do not properly process and calculate date-related
information and data dated on and after January 1, 2000 ("Year 2000
Problem"). The extent of such impact cannot be predicted and there can
be no assurances that the Year 2000 Problem will not have an adverse
effect on the issuers whose securities are held by a Portfolio. This
risk is greater for Portfolios that make foreign investments,
particularly in emerging market countries.

The Trust's Portfolios are not insured by the FDIC or any other government
agency. Each Portfolio is not a deposit or other obligation of any financial
institution or bank and is not guaranteed. Each Portfolio is subject to
investment risks and possible loss of principal invested.

PERFORMANCE

Performance throughout this prospectus reflects the returns of the Class IB
shares of the Portfolios (unless otherwise indicated), which are subject to
certain Rule 12b-1 fees and charges. Class IA shares, which are available to the
Equitable Investment Plan, are not subject to such fees and charges. Without the
deduction of the Rule 12b-1 fees and charges, the returns depicted would have
been higher. Class IA shares of the Portfolios were first made available under
the Plan effective December 1, 1998. You should be aware that the Equitable
Investment Plan imposes certain recordkeeping and administrative fees which have
not been reflected.

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THE BENCHMARKS

Performance of the Class IB shares of each of the Portfolio's available under
the Equitable Investment Plan as shown on the following pages compares each
Portfolio's performance to that of a broad-based securities index. Each of the
Portfolio's annualized rates of return are net of: (i) its investment management
fees; and (ii) its other expenses (except Equitable Investment Plan
recordkeeping fees). Broad-based securities indices are unmanaged and are not
subject to fees and expenses typically associated with managed investment
company portfolios. Investments cannot be made directly in a broad-based
securities index. Comparisons with these benchmarks, therefore, are of limited
use. They are included because they are widely known and may help you to
understand the universe of securities from which each Portfolio is likely to
select its holdings. "Blended" performance numbers (e.g., 60% S&P 500/40% Lehman
Gov't/Corp) assume a static mix of the two indices.

THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX ("S&P 500") is an
unmanaged index containing common stock of 500 industrial, transportation,
utility and financial companies, regarded as generally representative of the
larger capitalization portion of the United States stock market. The S&P 500
reflects the reinvestment of dividends, if any, but does not reflect fees,
brokerage commissions or other expenses of investing.

THE RUSSELL 2000 INDEX ("Russell 2000") is an unmanaged index (with no defined
investment objective) of 2000 small-cap stocks and reflects reinvestment of
dividends. It is compiled by the Frank Russell Company.

THE MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX ("MSCI EAFE") is a market
capitalization weighted equity index composed of a sample of companies
representative of the market structure of Europe, Australia and the Far East.
MSCI EAFE Index returns assume dividends reinvested net of withholding tax and
do not reflect any fees or expenses.

7
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SUMMARY OF EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

Maximum initial sales charge imposed on purchases None

Maximum sales charge imposed on reinvested dividends None

Maximum contingent deferred sales charge ("CDSC") None

Exchange Fee None

ANNUAL OPERATING EXPENSES AFTER FEE WAIVERS OR ASSUMPTION OF EXPENSES

The table below shows the annual management fees and other estimated expenses
for each of the Portfolios based upon amounts paid by the Portfolios (other than
the EQ/Alliance Premier Growth Portfolio) during the year ended December 31,
1998. Because the EQ/Alliance Premier Growth Portfolio commenced operations on
May 1, 1999, it has no operating history upon which to estimate its "other
expenses". Other expenses for each of the Portfolios may fluctuate from year to
year. The management fees and other expenses are expressed in the table below as
an annual percentage of each Portfolio's daily average net assets:

<TABLE>
<CAPTION>
MFS WARBURG PINCUS BT
EQ/ALLIANCE T. ROWE PRICE EMERGING GROWTH SMALL COMPANY INTERNATIONAL
PREMIER GROWTH EQUITY INCOME COMPANIES VALUE EQUITY INDEX
-------------- ------------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Management Fees 0.90% 0.55% 0.55% 0.65% 0.35%
12b-1 Fees None None None None None
Other Expenses 0.15% 0.24% 0.24% 0.27% 0.89%

Total Annual Portfolio
Operating Expenses* 1.05% 0.79% 0.79% 0.92% 1.24%
Fee Waiver and/or
Expense Reimbursement 0.15% 0.19% 0.19% 0.18% 0.69%
Net Expenses* 0.90% 0.60% 0.60% 0.75% 0.55%

</TABLE>

*The Trust's Manager has entered into an Expense Limitation Agreement
with the Trust with respect to each Portfolio. Pursuant to that agreement, the
Manager has agreed to waive or limit its fees and to assume other expenses so
that the total annual operating expenses of each Portfolio (other than certain
expenses described in the agreement) are limited as specified in the table
above. See "Management of the Trust" -- "Expense Limitation Agreement" for more
detailed information.

8
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DOMESTIC EQUITY PORTFOLIOS
- --------------------------

EQ/ALLIANCE PREMIER GROWTH PORTFOLIO

INVESTMENT OBJECTIVE: To achieve long-term growth of capital by primarily
investing in equity securities of a limited number of large, carefully selected,
high-quality U. S. companies that are judged, by the Adviser, likely to achieve
superior earnings growth.

THE INVESTMENT STRATEGY

The Portfolio invests primarily (at least 85% of its total assets) in equity
securities of U.S.companies. The Portfolio is diversified for purposes of the
1940 Act, however it is still highly concentrated. The Portfolio focuses on a
relatively small number of intensively researched companies. The Adviser selects
the Portfolio's investments from a research universe of more than 600 companies
that have strong management, superior industry positions, excellent balance
sheets and superior earnings growth prospects. An emphasis is placed on
identifying securities of companies whose substantially above-average
prospective earnings growth is not fully reflected in current market valuations.

Normally, the Portfolio invests in about 40-50 companies, with the 25 most
highly regarded of these companies usually constituting approximately 70% of the
Portfolio's net assets. In managing the Portfolio, the Adviser seeks to
capitalize on apparently unwarranted price fluctuations both to purchase or
increase positions on weakness and to sell or reduce overpriced holdings. The
Portfolio normally remains nearly fully invested and does not take significant
cash positions for market timing purposes. During market declines, while adding
to positions in favored stocks, the Portfolio becomes somewhat more aggressive,
gradually reducing the number of companies represented in its holdings.
Conversely, in rising markets, while reducing or eliminating fully valued
positions, the Portfolio becomes somewhat more conservative, gradually
increasing the number of companies represented in its holdings. Through this
approach, the Adviser seeks to gain positive returns in good markets while
providing some measure of protection in poor markets.

The Adviser expects the average market capitalization of companies represented
in the Portfolio normally to be in the range, or in excess, of the average
market capitalization of companies included in the S&P 500.

The Portfolio may invest up to 20% of its net assets in convertible securities
and 15% of its total assets in securities of foreign issuers.

The Portfolio may write covered exchange-traded call options on its securities
of up to 15% of its total assets, and purchase and sell exchange-traded call and
put options on common stocks written by others of up to, for all options, 10% of
its total assets.

9
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THE PRINCIPAL RISKS

This Portfolio invests in common stocks, therefore, its performance may go up or
down depending on general market conditions. Other principal risks include:

FOCUSED PORTFOLIO RISK: The Portfolio invests in the securities of a limited
number of companies. Consequently, the Portfolio may incur more risk because
changes in the value of a single security may have a more significant effect,
either positive or negative, on the Portfolio's net asset value.

GROWTH INVESTING RISK: As noted above, this Portfolio uses a growth oriented
approach to stock selection. The price of growth stocks may be more sensitive to
changes in current or expected earnings than the prices of other stocks. The
price of growth stocks is also subject to the risk that the stock price of one
or more companies will fall or will fail to appreciate as anticipated by the
Adviser, regardless of movements in the securities markets.

CONVERTIBLE SECURITIES RISK: Convertible securities enable the Portfolio to
benefit from increases in the market price of the underlying common stock and
provide higher yields than the underlying common stocks, but generally offer
lower yields than nonconvertible securities of similar quality. Like bonds, the
value of convertible securities fluctuates both in relation to changes in
interest rates and changes in the value of the underlying common stock.

DERIVATIVES RISK: The Portfolio's investments in derivatives can significantly
increase the Portfolio's exposure to market risk or credit risk of the
counterparty. Derivatives also involve the risk of mispricing or improper
valuation and the risk that changes in value of the derivative may not correlate
perfectly with the relevant assets, rates and indices.

FOREIGN SECURITIES RISK: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities, which can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile, and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. In addition, the value of foreign investments can be adversely
affected by: unfavorable currency exchange rates (relative to the U.S. dollar
for securities denominated in foreign currencies); inadequate or inaccurate
information about foreign companies; higher transaction, brokerage and custody
costs; adverse changes in foreign economic and tax policies; and foreign
government instability, war or other adverse political or economic actions.

PORTFOLIO PERFORMANCE

The inception date for this Portfolio is May 1, 1999. Therefore, no prior
performance is available.

WHO MANAGES THE PORTFOLIO

ALLIANCE CAPITAL MANAGEMENT L.P. ("Alliance"), 1345 Avenue of the Americas, New
York, New York 10105. Alliance's sole general partner is Alliance Capital
Management Corporation, which is an indirect wholly-owned subsidiary of
Equitable, one of the largest life insurance companies in the United States and
a wholly-owned subsidiary of The Equitable Companies Incorporated. Therefore,
the Manager and Alliance are affiliates of each other. Alliance, a Delaware
limited partnership, is a leading international investment manager.

Alfred Harrison is the Portfolio Manager and has been responsible for the
day-to-day management of the Portfolio since its inception. Mr. Harrison is Vice
Chairman of Alliance Capital Management Corporation

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and has been with Alliance since 1978. Prior to 1978, Mr. Harrison was
co-founder, President, and Chief Executive Officer of IDS Advisory Corporation,
the pension fund investment management subsidiary of Investors Diversified
Services, Inc.

11
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T. ROWE PRICE EQUITY INCOME PORTFOLIO

INVESTMENT OBJECTIVE: Seeks to provide substantial dividend income and also
capital appreciation by investing primarily in dividend-paying common stocks of
established companies.

THE INVESTMENT STRATEGY

The Portfolio invests primarily in dividend-paying common stocks of established
companies that have favorable prospects for increasing dividend income and
capital appreciation. The Portfolio's yield as a result of that dividend income
is expected to be significantly above the average yield of the companies of the
S&P 500.

The Adviser bases its investment decisions on three premises: (1) over time,
dividend income can account for a significant portion of the Portfolio's return;
(2) dividends are a more stable and predictable source of return; and (3) prices
of stocks that pay a high current income level tend to be less volatile than
those paying below average dividends.

The Adviser uses a "value" approach in choosing securities. It looks for common
stocks of companies that have:

o established operating histories;

o above-average dividend yields relative to the S&P 500;

o low price to earnings ratios relative to the S&P 500;

o sound balance sheets; and

o low stock price relative to the company's asset value, earnings and
cash flow.

[SIDEBAR: Equity income investing involves finding common stocks that pay
dividend income. As an example, utility company stocks often provide dividend
income while a shareholder waits for the stock price to move. Dividends can help
reduce the Portfolio's volatility during turbulent markets and help offset
losses when stock prices are falling.]

The Portfolio may invest up to 25% of its total assets in foreign securities.
These securities include non-dollar-denominated securities traded outside the
United States and dollar-denominated securities such as American Depositary
Receipts. The Portfolio may also purchase preferred stocks, convertible
securities, warrants, U.S. Government securities, high-quality money market
securities, as well as investment grade debt securities and high yielding debt
securities ("junk bonds").

When market or financial conditions warrant, the Portfolio may invest without
limitation in high quality money market securities, and U. S. Government debt
securities for temporary or defensive purposes. Such investment strategies are
inconsistent with the Portfolio's investment objectives and could result in the
Portfolio not achieving its investment objective.

THE PRINCIPAL RISKS

This Portfolio invests in common stocks, therefore, its performance may go up or
down depending on general market conditions. Other principal risks include:

VALUE INVESTING RISK: As noted above, the Portfolio uses a value-oriented
approach to stock selection. Value investing is subject to the risk that a value
stock's intrinsic value may never be fully recognized or realized by the market,
or its price may go down. There is also the risk that a stock judged to be
undervalued may actually be appropriately priced.

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FOREIGN SECURITIES RISKS: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities, which can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile, and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. In addition, the value of foreign investments can be adversely
affected by: unfavorable currency exchange rates (relative to the U.S. dollar
for securities denominated in foreign currencies); inadequate or inaccurate
information about foreign companies; higher transaction, brokerage and custody
costs; adverse changes in foreign economic and tax policies; and foreign
government instability, war or other adverse political or economic actions.

FIXED INCOME RISKS: To the extent that a substantial amount of the Portfolio's
assets are invested in fixed income securities, that portion of the Portfolio's
performance will be affected by changes in interest rates, the credit risk of
the issuer, the duration or maturity of the Portfolio's fixed income holdings,
and adverse market or economic conditions. When interest rates rise, the value
of the Portfolio's fixed income securities, particularly those with longer
durations or maturities, will go down. When interest rates fall, the reverse is
true. In addition, to the extent that the Portfolio invests in lower-quality
investment-grade securities (rated, e.g., BBB by S&P) it will be exposed to
greater risk than higher-rated obligations because lower-quality investment
grade securities are regarded as having only an adequate capacity to pay
principal and interest, are considered to lack outstanding investment
characteristics, and may be speculative.

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first full year of operations. The table below shows the average
annual total returns for the Class IB shares of the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad-based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. In addition, holders of variable insurance contracts representing
interests in the Portfolio will be subject to charges and expenses relating to
such insurance contracts. The performance results presented below do not reflect
any insurance related expenses and if reflected the results would be reduced.
The inception date for the Portfolio is May 1, 1997.

- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN

1998

9.11%

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

Best quarter (% and time period) Worst quarter (% and time period)
11.16% (1998 4th Quarter) (7.66)% (1998 3rd Quarter)

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- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS

ONE YEAR SINCE INCEPTION

T. ROWE PRICE EQUITY INCOME PORTFOLIO 9.11% 18.73%
S&P 500 INDEX* 28.58% 31.63%

- --------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
Benchmarks."

WHO MANAGES THE PORTFOLIO

T. ROWE PRICE ASSOCIATES, INC. ("T. Rowe Price"), 100 East Pratt Street,
Baltimore, MD 21202. T. Rowe Price has been the Adviser to the Portfolio since
the Portfolio commenced operations. T. Rowe Price serves as investment manager
to a variety of individual and institutional investor accounts, including
limited partnerships and other mutual funds.

Investment decisions with respect to the Portfolio are made by an Investment
Advisory Committee. BRIAN C. ROGERS has been the Committee Chairman since the
inception of the Portfolio and has day-to-day responsibility for managing the
Portfolio. Mr. Rogers joined T. Rowe Price in 1982 and has been managing
investments since 1983.

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AGGRESSIVE EQUITY PORTFOLIOS
- ----------------------------

MFS EMERGING GROWTH COMPANIES PORTFOLIO

INVESTMENT OBJECTIVE: Seeks to provide long-term capital growth.

THE INVESTMENT STRATEGY

The Portfolio invests, under normal market conditions, primarily (at least 65%
of its total assets) in common stocks and related securities, such as preferred
stock, convertible securities and depositary receipts of emerging growth
companies. Emerging growth companies are companies that the Adviser believes are
either:

o early in their life cycle but have the potential to become major
enterprises, or

o are major enterprises whose rates of earnings growth are expected to
accelerate because of special factors such as rejuvenated management, new
products, changes in customer demand or basic changes in the economic
environment.

For purposes of this Portfolio, emerging growth companies may be of any size and
the Adviser would expect these companies to have products, technologies,
management, markets and opportunities that will facilitate earnings growth over
time that is well above the growth rate of the overall economy and rate of
inflation. The Portfolio's investments may include securities traded in the
over-the-counter markets.

The Adviser uses a "bottom-up" investment style in managing the Portfolio. This
means the securities are selected based upon fundamental analysis performed by
the Adviser.

In addition, up to 15% of the Portfolio's assets may be invested in foreign
securities, including those in emerging markets, or in cash and cash
equivalents.

When adverse market, financial or political conditions warrant, the Portfolio
may depart from its principal strategies for temporary or defensive purposes.
Such investment strategies are inconsistent with the Portfolio's investment
objectives and could result in the Portfolio not achieving its investment
objective.

The Portfolio may engage in active and frequent trading to achieve its principal
investment strategies. Frequent trading increases transaction costs, which could
detract from the Portfolio's performance.

THE PRINCIPAL RISKS

This Portfolio invests in common stocks, therefore, its performance may go up or
down depending on general market conditions. Other principal risks include:

15
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frequently and in lower volume; such companies are more likely to experience
greater or more unexpected changes in their earnings and growth prospects; and
the products of technologies of such companies may be at a relatively early
stage of development or not fully tested.

PORTFOLIO PERFORMANCE

- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
1998

34.57%

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

Best quarter (% and time period) Worst quarter (% and time period)
26.70% (1998 4th Quarter) (12.69)% (1998 3rd Quarter)

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS

ONE YEAR SINCE INCEPTION
MFS EMERGING GROWTH COMPANIES PORTFOLIO 34.57% 34.81%
RUSSELL 2000 INDEX* (2.54)% (14.53)%
- --------------------------------------------------------------------------------
* For more information on this index, see the preceding section
"The Benchmarks."

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WHO MANAGES THE PORTFOLIO

MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS"), 500 Boylston Street, Boston,
MA 02116. MFS has been the Adviser to the Portfolio since it commenced
operations. MFS is America's oldest mutual fund organization. MFS and its
predecessor organizations have a history of money management dating from 1924
and the founding of the first mutual fund in the United States, Massachusetts
Investors Trust. MFS is a subsidiary of Sun Life of Canada (United States)
Financial Services Holdings Inc., which, in turn, is an indirect wholly-owned
subsidiary of Sun Life Assurance Company of Canada.

The Portfolio Managers are JOHN W. BALLEN, President of MFS, who has been
employed by MFS as a portfolio manager of the Portfolio since 1984; TONI Y.
SHIMURA, a Vice President of MFS, who has been employed by MFS as a portfolio
manager for the Portfolio since 1995; and STEPHEN PESEK, a Vice President of
MFS, who has been employed as a portfolio manager by MFS since 1994. Prior to
1994, Mr. Pesek worked at Fidelity Investments as a research analyst.

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WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO

INVESTMENT OBJECTIVE: Seeks long-term capital appreciation.

THE INVESTMENT STRATEGY

The Portfolio invests primarily in equity securities of U.S. small-cap companies
with above-average growth potential that the Adviser believes to be undervalued.
Typically, such investments may include common stocks, preferred stocks,
convertible securities, warrants and rights of small-cap companies. Once 65% of
the Portfolio's assets are invested in small-cap companies, the Portfolio may
also invest in companies with a market capitalization of any size.

[SIDE BAR: For purposes of this Portfolio, small-cap companies are companies
having market capitalizations within the range of capitalizations of companies
represented in the Russell 2000 Index.]

In determining whether a company's stock is undervalued, the Adviser considers
all relevant factors which may include a company's:

o price/earnings ratio;
o price to book value ratio;
o price to cash flow ratio; and
o debt to capital ratio

The Portfolio will invest primarily (at least 65% of its net assets) in the
securities of U.S. companies traded in the U.S. securities markets. The
Portfolio may invest to a lesser extent in foreign securities, investment grade
debt securities and high quality domestic and foreign short-term (one year or
less) and medium-term money-market securities.

When market or financial conditions warrant, the Portfolio may invest without
limitation in investment grade debt obligations and in domestic and foreign
obligations, including repurchase agreements for temporary or defensive
purposes. Such investment strategies are inconsistent with the Portfolio's
investment objectives and could result in the Portfolio not achieving its
investment objective.

THE PRINCIPAL RISKS

This Portfolio invests in common stocks, therefore, its performance may go up or
down depending on general market conditions. Other principal risks include:

SMALL-CAP AND MID-CAP COMPANY RISK: The Portfolio's investments in small-cap and
mid-cap companies may be subject to more abrupt or erratic movements in price
than those of larger, more established companies because: the securities of such
companies are less well-known and may trade less frequently and in lower volume;
such companies are more likely to experience greater or more unexpected changes
in their earnings and growth prospects; and the products of technologies of such
companies may be at a relatively early stage of development or not fully tested.

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<PAGE>

PORTFOLIO TURNOVER RISK: The Portfolio's turnover rate has been over 100% per
year. Higher portfolio turnover (e.g., over 100% per year) will cause the
Portfolio to incur additional transaction costs and may result in higher taxable
gains that could be passed through to shareholders.

PORTFOLIO PERFORMANCE

- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
1998

(10.02)%

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

Best quarter (% and time period) Worst quarter (% and time period)
15.49% (1997 3rd Quarter) (20.25)% (1998 3rd Quarter)

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

19
<PAGE>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS

ONE YEAR SINCE INCEPTION
WARBURG PINCUS SMALL COMPANY VALUE
PORTFOLIO (10.02)% 4.25%
RUSSELL 2000 INDEX* (2.54)% 14.53%
- --------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
Benchmarks."

WHO MANAGES THE PORTFOLIO

WARBURG PINCUS ASSET MANAGEMENT, INC. ("WPAM"), 466 Lexington Avenue, New York,
New York 10017-3147. WPAM has been the Adviser to the Portfolio since it
commenced operations. WPAM is a professional investment advisory firm that
provides investment services to investment companies, employee benefit plans,
endowment funds, foundations and other institutions and individuals. WPAM is
indirectly controlled by Warburg, Pincus & Co., a New York partnership which has
no business other than being a holding company of WPAM and its affiliates.
During 1999, WPAM and Credit Suisse Group expect to finalize Credit Suisse
Group's acquisition of WPAM. WPAM will be combined with and into Credit Suisse
Group's global asset management subsidiary, Credit Suisse Asset Management, LLC.

KYLE F. FREY is the Portfolio Manager responsible for the day-to-day management
of the Portfolio's securities portfolio since the Portfolio commenced
operations. Mr. Frey is a managing director, who has been with WPAM since 1989.

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<PAGE>

INTERNATIONAL PORTFOLIO

BT INTERNATIONAL EQUITY INDEX PORTFOLIO

INVESTMENT OBJECTIVE: Seeks to replicate as closely as possible (before
deduction of Portfolio expenses) the total return of the MSCI EAFE Index.

THE INVESTMENT STRATEGY

The Portfolio invests primarily in equity securities of companies included in
the MSCI EAFE Index. The Portfolio is constructed to have aggregate investment
characteristics similar to those of the MSCI EAFE Index. The Portfolio invests
in a statistically selected sample of the securities of companies included in
the MSCI EAFE Index, although not all companies within a country will be
represented in the Portfolio at the same time. Stocks are selected based on
country of origin, market capitalization, yield, volatility and industry sector.
The Adviser will manage the Portfolio using advanced statistical techniques to
determine which securities should be purchased or sold in order to replicate the
MSCI EAFE index.

[SIDEBAR: For more information on the MSCI EAFE Index see the preceding section
"The Benchmarks." The MSCI EAFE Index is the exclusive property of Morgan
Stanley. The Portfolio is not sponsored, endorsed, sold or promoted by Morgan
Stanley and Morgan Stanley makes no guarantee as to the accuracy or completeness
of the MSCI EAFE Index or any data included therein.]

Over time, the correlation between the performance of the Portfolio and the MSCI
EAFE Index is expected to be 95% or higher before deduction of Portfolio
expenses. The Portfolio's ability to track the MSCI EAFE Index may be affected
by, among other factors, transaction costs, administration and other expenses
incurred by the Portfolio, changes in either the composition of the MSCI EAFE
Index or the assets of the Portfolio, and the timing and amount of Portfolio
investor contributions and withdrawals, if any. The Portfolio seeks to track the
MSCI EAFE Index, therefore, the Adviser generally will not attempt to judge the
merits of any particular security as an investment.

The Portfolio may invest to a lesser extent in short-term debt securities and
money market instruments to meet redemption requests or to facilitate investment
in the securities of the MSCI EAFE Index. Securities index futures contracts and
related options, warrants and convertible securities may be used for a number of
reasons, including: to simulate full investment in the MSCI EAFE Index while
retaining a cash balance for Portfolio management purposes; to facilitate
trading; to reduce transaction costs; or to seek higher investment returns when
a future contract, option, warrant or convertible security is priced more
attractively than the underlying equity security or MSCI EAFE Index. These
instruments are considered to be derivatives.

THE PRINCIPAL RISKS

This Portfolio invests in common stocks, therefore, its performance may go up or
down depending on general market conditions. Other principal risks include:

INDEX-FUND RISK: The Portfolio is not actively managed and invests in securities
included in the index regardless of their investment merit. Therefore, the
Portfolio cannot modify its investment strategies to respond to changes in the
economy and may be particularly susceptible to a general decline in the U.S. or
global stock market segment relating to the index.

21
<PAGE>

FOREIGN SECURITIES RISKS: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities that can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. In addition, foreign investments can be adversely affected by:
unfavorable currency exchange rates (relative to the U.S. dollar for securities
denominated in a foreign currencies); inadequate or inaccurate information about
foreign companies; higher transaction, brokerage and custody costs; adverse
changes in foreign economic and tax policies; and foreign government
instability, war or other adverse political or economic actions. Other specific
risks of investing in foreign securities include:

EMERGING MARKET RISK: There are greater risks involved in investing in
emerging markets countries and/or their securities markets, such as
less diverse and less mature economic structures, less stable political
systems, more restrictive foreign investment policies, smaller-sized
securities markets and low trading volumes. Such risks can make
investments illiquid and more volatile than investments in developed
countries and such securities may be subject to abrupt and severe price
declines. The Year 2000 problem may also be especially acute in
emerging market countries, which also may adversely affect the value of
the Portfolio's investments.

EURO RISK: The Portfolio invests in securities issued by European
issuers that may be adversely impacted by the introduction of the
"Euro" as a common currency in 11 European Monetary Union member
states. The Euro may result in various legal and accounting
differences, tax treatments, the creation and implementation of
suitable clearing and settlement systems and other operational
problems, that may cause market disruptions that could adversely affect
investments quoted in the Euro.

REGULATORY RISK: In general, foreign companies are also not subject to
uniform accounting, auditing and financial reporting standards or to
other regulatory practices and requirements as are U.S. companies,
which could adversely affect their value.

LIQUIDITY RISK: Certain securities held by the Portfolio may be difficult (or
impossible) to sell at the time and at the price the seller would like which may
cause the Portfolio to lose money or be prevented from earning capital gains.

PORTFOLIO PERFORMANCE

The bar chart and table below illustrate the Portfolio's average annual total
return for 1998, the Portfolio's first year of existence. The table below shows
the average annual total returns for the Class IB shares of the Portfolio for
one year and since inception. The table also compares the Portfolio's
performance to the returns of a broad based index. Both the bar chart and table
assume reinvestment of dividends and distributions. Past performance is not an
indication of future performance. In addition, holders of variable insurance
contracts representing interests in the Portfolio will be subject to charges and
expenses relating to such insurance contracts. The performance results presented
below do not reflect any insurance related expenses and if reflected the results
would be reduced. The Portfolio's inception date was January 1, 1998.

22
<PAGE>

- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
1998

20.07%

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

Best quarter (% and time period) Worst quarter (% and time period)
20.43% (1998 4th Quarter) (13.90)% (1998 3rd Quarter)

- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS

ONE YEAR SINCE INCEPTION
BT INTERNATIONAL EQUITY INDEX PORTFOLIO 20.07% 20.07%
MSCI EAFE INDEX* 20.00% 20.00%
- --------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
Benchmarks."

WHO MANAGES THE PORTFOLIO

BANKERS TRUST COMPANY ("Bankers Trust"), 130 Liberty Street (One Bankers Trust
Plaza), New York, New York 10006. Bankers Trust has been the Adviser to the
Portfolio since it commenced operations. Bankers Trust is a wholly-owned
subsidiary of Bankers Trust New York Corporation. Bankers Trust conducts a
variety of general banking and trust activities and is a major wholesale
supplier of financial services to the international and domestic institutional
markets, including investment management. During 1999, Bankers Trust Corporation
and a wholly owned subsidiary of Deutsche Bank AG ("Deutsche Bank") expect to
finalize a merger in which Bankers Trust Corporation will be acquired by and
become a subsidiary of Deutsche Bank.

23
<PAGE>

MORE INFORMATION ON PRINCIPAL RISKS

Risk is the chance that you will lose money on your investment or that it will
not earn as much as you expect. In general, the greater the risk, the more money
your investment can earn for you - and the more you can lose. Like other
investment companies, the value of each Portfolio's shares may be affected by
the Portfolio's investment objective(s), principal investment strategies and
particular risk factors. Consequently, each Portfolio may be subject to
different principal risks. Some of the principal risks of investing in the
Portfolios are discussed below. However, other factors may also affect each
Portfolio's net asset value.

There is no guarantee that a Portfolio will achieve its investment objective(s)
or that it will not lose principal value.

GENERAL INVESTMENT RISKS: Each Portfolio is subject to the following risks:

ASSET CLASS RISK: There is the possibility that the returns from the
types of securities in which a Portfolio invests will underperform
returns from the various general securities markets or different asset
classes. Different types of securities tend to go through cycles of
outperformance and underperformance in comparison to the general
securities markets.

MARKET RISK: Each Portfolio's share price moves up and down over the
short term in reaction to stock or bond market movements. This means
that you could lose money over short periods, and perhaps over longer
periods during extended market downturns.

SECURITY SELECTION RISK: The Advisers for each Portfolio rely on the
insights of different specialists in making investment decisions based
on each Portfolio's particular investment objective(s) and investment
strategies. There is the possibility that the specific securities held
by a Portfolio will underperform other funds in the same asset class or
benchmarks that are representative of the general performance of the
asset class because of the Adviser's choice of portfolio securities.

YEAR 2000 RISK: Like other mutual funds, financial and business
organizations and individuals around the world, the Trust and its
Portfolios could be adversely affected if the computer systems used by
the Advisers, other service providers, or persons with whom they deal,
do not properly process and calculate date-related information and data
dated on and after January 1, 2000. This possibility is commonly known
as the "Year 2000 Problem." Virtually all operations of the Trust and
its Portfolios are computer reliant. The Manager, Advisers,
administrator, transfer agent, distributors and custodian have informed
the Trust that they are actively taking steps to address the Year 2000
Problem with regard to their respective computer systems and the
interfaces between their respective computer systems. The Trust is also
taking measures to obtain assurances from necessary persons that
comparable steps are being taken by the key service providers to the
Trust's Advisers, administrator, transfer agent, distributors, and
custodian. There can be no assurance that the Trust and the Portfolios'
key service providers will be Year 2000 compliant. If not adequately
addressed, the Year 2000 Problem could result in the inability of the
Trust to perform its mission critical functions, including trading and
settling trades of Portfolio securities, pricing of portfolio
securities and processing shareholder transactions, and the net asset
value of its Portfolios' shares may be materially affected.

In addition, because the Year 2000 Problem affects virtually all
issuers, the companies or entities in which the Portfolios may invest
also could be adversely impacted by the Year 2000 Problem. For example,
issuers may incur substantial costs to address the Year 2000 problem.
The extent of

24
<PAGE>

such impact cannot be predicted and there can be no assurances that
the Year 2000 Problem will not have an adverse effect on the issuers
whose securities are held by the Portfolios. The Advisers have assured
the Trust that they consider such issues in making investment
decisions for the Portfolios. Furthermore, certain of the Portfolios
make international investments thereby exposing these Portfolios to
operations, custody and settlement processes outside the United
States. In many countries outside the United States the Year 2000
Problem has not been adequately addressed and concerns have been
raised that capital flight, among other issues, may be triggered by
full disclosure of the Year 2000 Problem on countries outside the
United States. Additional information on the impact of the Year 2000
Problem on emerging market countries is provided in this section,
under "FOREIGN SECURITIES RISKS--EMERGING MARKET RISK."

As indicated in "Summary Information Concerning EQ Advisors Trust" and "About
the Investment Portfolios," a particular Portfolio may also be subject to the
following risks:

CONVERTIBLE SECURITIES RISK: Convertible securities may include both convertible
debt and convertible preferred stock. Such securities may be converted into
shares of the underlying common stock at either a stated price or stated rate.
Therefore, convertible securities enable you to benefit from increases in the
market price of the underlying common stock. Convertible securities provide
higher yields than the underlying common stocks, but generally offer lower
yields than nonconvertible securities of similar quality. Like bonds, the value
of convertible securities fluctuates in relation to changes in interest rates
and, in addition, fluctuates in relation to the underlying common stock.
Subsequent to purchase by a Portfolio, convertible securities may cease to be
rated or a rating may be reduced below the minimum required for purchase by that
Portfolio. Each Adviser will consider such event in its determination of whether
a Portfolio should continue to hold the securities.

DERIVATIVES RISK: Derivatives are financial contracts whose value depends on, or
is derived from the value of an underlying asset, reference rate or index.
Derivatives include stock options, securities index options, currency options,
forward currency exchange contracts, futures contracts, swaps and options on
futures contracts. Certain Portfolios can use derivatives involving the U.S.
Government and foreign government securities and currencies. Investments in
derivatives can significantly increase your exposure to market risk, or credit
risk of the counterparty. Derivatives also involve the risk of mispricing or
improper valuation and the risk that changes in value of the derivative may not
correlate perfectly with the relevant assets, rates and indices.

FIXED INCOME RISKS: To the extent that any of the Portfolios invest a
substantial amount of its assets in fixed income securities, a Portfolio may be
subject to the following risks:

CREDIT RISK: Credit risk is the risk that the issuer or guarantor of a
debt security or counterparty to a Portfolio's transactions will be
unable or unwilling to make timely principal and/or interest payments,
or otherwise will be unable or unwilling to honor its financial
obligations. Each of the Portfolios may be subject to credit risk to
the extent that it invests in debt securities or engages in
transactions, such as securities loans, which involve a promise by a
third party to honor an obligation to the Portfolio. Credit risk is
particularly significant for the Portfolios that invest a portion of
their assets in "JUNK BONDS" or lower-rated securities.

INTEREST RATE RISK: The price of a bond or a fixed income security is
dependent upon interest rates. Therefore, the share price and total
return of a Portfolio investing a significant portion of its assets in
bonds or fixed income securities will vary in response to changes in
interest rates. A rise in interest rates causes the value of a bond to
decrease, and vice versa. There is the possibility that the value of a
Portfolio's investment in bonds or fixed income securities may fall
because bonds or fixed income securities generally fall in value when
interest rates rise. The

25
<PAGE>

longer the term of a bond or fixed income instrument, the more
sensitive it will be to fluctuations in value from interest rate
changes. Changes in interest rates may have a significant effect on
Portfolios holding a significant portion of their assets in fixed
income securities with long term maturities.

MORTGAGE-BACKED SECURITIES RISK: In the case of mortgage-backed
securities, rising interest rates tend to extend the term to maturity
of the securities, making them even more susceptible to interest rate
changes. When interest rates drop, not only can the value of fixed
income securities drop, but the yield can drop, particularly where the
yield on the fixed income securities is tied to changes in interest
rates, such as adjustable mortgages. Also when interest rates drop, the
holdings of mortgage-backed securities by a Portfolio can reduce
returns if the owners of the underlying mortgages pay off their
mortgages sooner than anticipated since the funds prepaid will have to
be reinvested at the then lower prevailing rates. This is known as
prepayment risk. When interest rates rise, the holdings of
mortgage-backed securities by a Portfolio can reduce returns if the
owners of the underlying mortgages pay off their mortgages later than
anticipated. This is known as extension risk.

INVESTMENT-GRADE SECURITIES RISK: Debt securities are rated by national
bond ratings agencies. Securities rated BBB by S&P or Baa by Moody's
are considered investment grade securities, but are somewhat riskier
than higher rated investment grade obligations because they are
regarded as having only an adequate capacity to pay principal and
interest, and are considered to lack outstanding investment
characteristics and may be speculative.

FOREIGN SECURITIES RISKS: A Portfolio's investments in foreign securities,
including depositary receipts, involve risks not associated with investing in
U.S. securities and can affect a Portfolio's performance. Foreign markets,
particularly emerging markets, may be less liquid, more volatile and subject to
less government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. The specific risks of investing in foreign securities, among others,
include:

CURRENCY RISK: The risk that changes in currency exchange rates will
negatively affect securities denominated in, and/or receiving revenues
in, foreign currencies. Adverse changes in currency exchange rates
(relative to the U.S. dollar) may erode or reverse any potential gains
from a Portfolio's investment in securities denominated in a foreign
currency or may widen existing losses.

EMERGING MARKET RISK: There are greater risks involved in investing in
emerging markets countries and/or their securities markets. Generally,
economic structures in these countries are less diverse and mature than
those in developed countries, and their political systems are less
stable. Investments in emerging markets countries may be affected by
national policies that restrict foreign investment in certain issuers
or industries. The small size of their securities markets and low
trading volumes can make investments illiquid and more volatile than
investments in developed countries and such securities may be subject
to abrupt and severe price declines. As a result, a Portfolio investing
in emerging markets countries may be required to establish special
custody or other arrangements before investing.

The YEAR 2000 PROBLEM may also be especially acute in emerging market
countries. Many emerging market countries are currently lagging behind
more developed countries in their Year 2000 preparedness because they
lack the financial resources to undertake the necessary remedial
actions. A lack of Year 2000 preparedness may adversely affect the
health, security and economic well-being of emerging market countries
and could, obviously, adversely affect the

26
<PAGE>

value of a Portfolio's investments in emerging market countries. More
information on the Year 2000 Problem is provided in this section,
under "GENERAL INVESTMENT RISKS--YEAR 2000 RISK."

EURO RISK: Certain of the Portfolios invests in securities issued by
European issuers. On January 1, 1999, 11 of the 15 member states of the
European Monetary Union ("EMU") introduced the "Euro" as a common
currency. During a three-year transitional period, the Euro will
coexist with each participating state's currency and, on July 1, 2002,
the Euro is expected to become the sole currency of the participating
states. The introduction of the Euro will result in the redenomination
of European debt and equity securities over a period of time, which may
result in various legal and accounting differences and/or tax
treatments that otherwise would not likely occur. During this period,
the creation and implementation of suitable clearing and settlement
systems and other operational problems may cause market disruptions
that could adversely affect investments quoted in the Euro.

The consequences of the Euro conversion for foreign exchange rates,
interest rates and the value of European securities eligible for
purchase by the Portfolios are presently unclear and it is not possible
to predict the eventual impact of the Euro implementation plan on the
Portfolios. There are a number of significant risks associated with
EMU. Monetary and economic union on this scale has never been attempted
before. There is a significant degree of uncertainty as to whether
participating countries will remain committed to EMU in the face of
changing economic conditions. The conversion may adversely affect a
Portfolio if the Euro does not take effect as planned or if a
participating state withdraws from the EMU. Such actions may adversely
affect the value and/or increase the volatility of securities held by
the Portfolios.

POLITICAL/ECONOMIC RISK: Changes in economic and tax policies,
government instability, war or other political or economic actions or
factors may have an adverse effect on a Portfolio's foreign
investments.

REGULATORY RISK: Less information may be available about foreign
companies. In general, foreign companies are not subject to uniform
accounting, auditing and financial reporting standards or to other
regulatory practices and requirements as are U.S. companies.

TRANSACTION COSTS RISK: The costs of buying and selling foreign
securities, including tax, brokerage and custody costs, generally are
higher than those involving domestic transactions.

GROWTH INVESTING RISK: Growth investing generally focuses on companies that, due
to their strong earnings and revenue potential, offer above-average prospects
for capital growth, with less emphasis on dividend income. Earnings
predictability and confidence in earnings forecasts are an important part of the
selection process. As a result, the price of growth stocks may be more sensitive
to changes in current or expected earnings than the prices of other stocks.
Advisers using this approach generally seek out companies experiencing some or
all of the following: high sales growth, high unit growth, high or improving
returns on assets and equity, and a strong balance sheet. Such Advisers also
prefer companies with a competitive advantage such as unique management,
marketing or research and development. Growth investing is also subject to the
risk that the stock price of one or more companies will fall or will fail to
appreciate as anticipated by the Advisers, regardless of movements in the
securities market.

INDEX-FUND RISK: BT International Equity Index Portfolio is not actively managed
(which involves buying and selling of securities based upon economic, financial
and market analysis and investment judgment). Rather, the Portfolio utilizes a
"passive" or "indexing" investment approach and attempts to duplicate the
investment performance of the MSCI EAFE Index through statistical procedures.
Therefore, the Portfolio will invest in the securities included in the relevant
index or substantially

27
<PAGE>

identical securities regardless of market trends. The Portfolio cannot modify
their investment strategies to respond to changes in the economy, which means
they may be particularly susceptible to a general decline in the U.S. or global
stock market segment relating to the relevant index.

LEVERAGING RISK: When a Portfolio is borrowing money or otherwise leveraging its
portfolio, the value of an investment in that Portfolio will be more volatile
and all other risks will tend to be compounded. All of the Portfolios may take
on leveraging risk by investing in collateral from securities loans and by
borrowing money to meet redemption requests.

LIQUIDITY RISK: Certain securities held by a Portfolio may be difficult (or
impossible) to sell at the time and at the price the seller would like. A
Portfolio may have to hold these securities longer than it would like and may
forego other investment opportunities. There is the possibility that a Portfolio
may lose money or be prevented from earning capital gains if it can not sell a
security at the time and price that is most beneficial to the Portfolio.
Portfolios that invest in privately-placed securities, high-yield bonds,
mortgage-backed securities or foreign or emerging markets securities, which have
all experienced periods of illiquidity, are subject to liquidity risks. A
particular Portfolio may be more susceptible to some of these risks than others,
as noted in the description of each Portfolio.

SMALL-CAP AND MID-CAP COMPANY RISK: A Portfolio's investments in small-cap and
mid-cap companies may involve greater risks than investments in larger, more
established issuers. Smaller companies may have narrower product lines, more
limited financial resources and more limited trading markets for their stock, as
compared with larger companies. Their securities may be less well-known and
trade less frequently and in more limited volume than the securities of larger,
more established companies. In addition, small-cap and mid-cap companies are
typically subject to greater changes in earnings and business prospects than are
those of larger companies. Consequently, the prices of small company stocks tend
to rise and fall in value more frequently than the stocks of larger companies.
Although investing in small-cap and mid-cap companies offers potential for
above-average returns, the companies may not succeed and the value of their
stock could decline significantly.

VALUE INVESTING RISK: Value investing attempts to identify strong companies
selling at a discount from their perceived true worth. Advisers using this
approach generally select stocks at prices, in their view, that are temporarily
low relative to the company's earnings, assets, cash flow and dividends. Value
investing is subject to the risk that the stocks' intrinsic value may never be
fully recognized or realized by the market, or their prices may go down. In
addition, there is the risk that a stock judged to be undervalued may actually
be appropriately priced. Value investing generally emphasizes companies that,
considering their assets and earnings history, are attractively priced and may
provide dividend income.

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<PAGE>

MANAGEMENT OF THE TRUST

This section gives you information on the Trust, the Manager and the Advisers
for the Portfolios. More detailed information concerning each of the Advisers
and portfolio managers is included in the description for each Portfolio in the
section "About The Investment Portfolios."

THE TRUST

The Trust is organized as a Delaware business trust and is registered with the
Securities and Exchange Commission ("SEC") as an open-end management investment
company. The Trust issues shares of beneficial interest that are currently
divided among twenty-five Portfolios, each of which has authorized Class IA and
Class IB shares. Five of those Portfolios are available pursuant to this
Prospectus. Each Portfolio has its own objectives, investment strategies and
risks, which have been previously described in this prospectus.

THE MANAGER

EQ Financial Consultants, Inc., 1290 Avenue of the Americas, New York, New York
10104, serves as the Manager of the Trust, subject to the supervision and
direction of the Board of Trustees. The Manager has overall responsibility for
the general management and administration of the Trust.

In the exercise of that responsibility, the Manager, without obtaining
shareholder approval but subject to the review and approval by the Board of
Trustees, may: (i) select the Advisers for the Portfolios; (ii) enter into and
materially modify existing investment advisory agreements; and (iii) terminate
and replace the Advisers. The Manager also monitors each Adviser's investment
program and results, reviews brokerage matters, oversees compliance by the Trust
with various federal and state statutes, and carries out the directives of the
Board of Trustees. The Manager also supervises the provision of services by
third parties such as the Trust's custodian and administrator.

The Manager is an investment adviser registered under the 1940 Act and a
broker-dealer registered under the Securities Exchange Act of 1934, as amended.
EQ Financial Consultants, Inc. is a wholly-owned subsidiary of Equitable. During
1999, the Manager plans to change its name to AXA Advisors, Inc.

The table below shows the annual rate of the management fees (as a percentage of
each Portfolio's average daily net assets) that the Manager received in 1998 for
managing each of the Portfolios and the rate of the management fees waived by
the Manager in 1998 in accordance with the provisions of the Expense Limitation
Agreement, as defined directly below, between the Manager and the Trust.

MANAGEMENT FEES PAID BY THE PORTFOLIOS TO EQ FINANCIAL CONSULTANTS
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------
PORTFOLIOS ANNUAL RATE RECEIVED RATE OF FEES WAIVED
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
EQ/Alliance Premier Growth N/A N/A
- ---------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income 0.36% 0.19%
- ---------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies 0.36% 0.19%
- ---------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value Portfolio 0.47% 0.18%
- ---------------------------------------------------------------------------------------------------
BT International Equity Index 0.00% 0.35%
- ---------------------------------------------------------------------------------------------------
</TABLE>

29
<PAGE>

EXPENSE LIMITATION AGREEMENT

In the interest of limiting expenses of each Portfolio, the Manager has entered
into an expense limitation agreement with the Trust with respect to each
Portfolio ("Expense Limitation Agreement"). Pursuant to that Expense Limitation
Agreement, the Manager has agreed to waive or limit its fees and to assume other
expenses so that the total annual operating expenses of each Portfolio other
than interest, taxes, brokerage commissions, other expenditures which are
capitalized in accordance with generally accepted accounting principles, other
extraordinary expenses not incurred in the ordinary course of each Portfolio's
business and amounts payable pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act, are limited to the following fees:

- -------------------------------------------------------------------------------
PORTFOLIOS AMOUNT EXPENSES LIMITED TO
(% of daily net assets)
- -------------------------------------------------------------------------------
EQ Alliance Premier Growth 0.90%
- -------------------------------------------------------------------------------
T. Rowe Price Equity Income 0.60%
- -------------------------------------------------------------------------------
MFS Emerging Growth Companies 0.60%
- -------------------------------------------------------------------------------
Warburg Pincus Small Company Value 0.75%
- -------------------------------------------------------------------------------
BT International Equity Index 0.55%
- -------------------------------------------------------------------------------

Each Portfolio may at a later date reimburse to the Manager the management fees
waived or limited and other expenses assumed and paid by the Manager pursuant to
the Expense Limitation Agreement provided such Portfolio has reached a
sufficient asset size to permit such reimbursement to be made without causing
the total annual expense ratio of each Portfolio to exceed the percentage limits
stated above. Consequently, no reimbursement by a Portfolio will be made unless:
(i) the Portfolio's assets exceed $100 million; (ii) the Portfolio's total
annual expense ratio is less than the respective percentages stated above; and
(iii) the payment of such reimbursement has been approved by the Trust's Board
of Trustees on a quarterly basis.

THE ADVISERS

Each Portfolio has an Adviser that furnishes an investment program for the
Portfolio pursuant to an investment advisory agreement with the Manager. Each
Adviser makes investment decisions on behalf of the Portfolio, places all orders
for the purchase and sale of investments for the Portfolio's account with
brokers or dealers selected by such Adviser and may perform certain limited
related administrative functions in connection therewith.

The Manager has received an exemptive order from the SEC that permits the
Manager, subject to certain conditions, including board approval, and without
the approval of shareholders to: (a) employ a new Adviser or Advisers for any
Portfolio pursuant to the terms of a new Advisory Agreement, in each case either
as a replacement for an existing Adviser or as an additional Adviser; (b) change
the terms of any Advisory Agreement; and (c) continue the employment of an
existing Adviser on the same advisory contract terms where a contract has been
assigned because of a change in control of the Adviser. In such circumstances,
shareholders would receive notice of such action, including the information
concerning the Adviser that normally is provided in the Prospectus.

The Manager pays each Adviser a fee based on the Portfolio's average daily net
assets. No Portfolio is responsible for the fees paid to each of the Advisers.

30
<PAGE>

THE ADMINISTRATOR

Pursuant to an agreement, Chase Global Funds Services Company ("Administrator")
assists the Manager in the performance of its administrative responsibilities to
the Trust and provides the Trust with other necessary administrative, fund
accounting and compliance services. In addition, the Administrator makes
available the office space, equipment, personnel and facilities required to
provide such services to the Trust. For these services, the Trust pays the
Administrator a monthly fee at the annual rate of .0525 of 1% of the total Trust
assets, plus $25,000 for each Portfolio, until the total Trust assets reach $2.0
billion, and when the total Trust assets exceed $2.0 billion: .0425 of 1% of the
next $0.5 billion of the total Trust assets; .035 of 1% of the next $2.0 billion
of the total Trust assets; .025 of 1% of the next $1.0 billion of the total
Trust assets; .015 of 1% of the next $2.5 billion of the total Trust assets; .01
of 1% of the total Trust assets in excess of $8.0 billion; provided, however,
that the annual fee payable to Chase with respect to any Portfolio which
commenced operations after July 1, 1997 and whose assets do not exceed $200
million shall be computed at the annual rate of .0525% of 1% of the Portfolio's
total assets plus $25,000.

THE TRANSFER AGENT

Equitable Life serves as the transfer agent and dividend disbursing agent of the
Trust and receives no compensation for serving in such capacity.

BROKERAGE PRACTICES

In selecting brokers and dealers, the Manager and each Adviser may consider
research and brokerage services furnished to either company and their
affiliates. Subject to seeking the most favorable net price and execution
available, the Manager and each Adviser may also consider sales of shares of the
Trust as a factor in the selection of brokers and dealers.

BROKERAGE TRANSACTIONS WITH AFFILIATES

To the extent permitted by law, the Trust may engage in securities and other
transactions with entities that may be affiliated with the Manager or the
Advisers. The 1940 Act generally prohibits the Trust from engaging in principal
securities transactions with an affiliate of the Manager or Advisers unless
pursuant to an exemptive order from the SEC. For these purposes, however, the
Trust has considered this issue and believes that a broker-dealer affiliate of
an Adviser to one Portfolio should not be treated as an affiliate of the Adviser
to another Portfolio for which such Adviser does not provide investment advice.
The Trust has adopted procedures that are reasonably designed to provide that
any commission it pays to affiliates of the Manager or Advisers does not exceed
the usual and customary broker's commission. The Trust has also adopted
procedures permitting it to purchase securities, under certain restrictions
prescribed by a rule under the 1940 Act, in a public offering in which an
affiliate of the Manager or Advisers is an underwriter.

FUND DISTRIBUTION ARRANGEMENTS

The Trust offers two classes of shares on behalf of each Portfolio: Class IA
shares and Class IB shares. EQ Financial Consultants, Inc., the Trust's Manager,
serves as one of the distributors for the Class IB shares of the Trust offered
by this Prospectus as well as one of the distributors for the Class IA shares.
Equitable Distributors, Inc. serves as the other distributor for the Class IB
shares of the Trust as well as the Class IA shares. Both classes of shares are
offered and redeemed at their net asset value without any sales load.

PURCHASE AND REDEMPTION

The price at which a purchase or redemption is effected is based on the next
calculation of net asset value

31
<PAGE>

after an order is placed by an insurance company or qualified retirement plan
investing in or redeeming from the Trust.

Net asset value per share is calculated for purchases and redemption of shares
of each Portfolio by dividing the value of total Portfolio assets, less
liabilities (including Trust expenses and class related expenses, which are
accrued daily), by the total number of outstanding shares of that Portfolio. The
net asset value per share of each Portfolio is determined each business day at
4:00 p.m. Eastern time. Net asset value per share is not calculated on days on
which the New York Stock Exchange is closed for trading.

Foreign securities (other than ADRs) are valued at the close of business in the
applicable foreign country. Consequently, Portfolios that invest a significant
portion of their assets in foreign securities, may experience changes in their
net asset value on days when a shareholder may not purchase or redeem shares of
that Portfolio.

All shares are purchased and redeemed in accordance with the Trust's Amended and
Restated Declaration of Trust and By-Laws. Sales and redemptions of shares of
the same class by the same shareholder on the same day will be netted for each
Portfolio. All redemption requests will be processed and payment with respect
thereto will normally be made within seven days after tenders.

The Trust may suspend redemption, if permitted by the 1940 Act, for any period
during which the New York Stock Exchange is closed or during which trading is
restricted by the SEC or the SEC declares that an emergency exists. Redemption
may also be suspended during other periods permitted by the SEC for the
protection of the Trust's shareholders. If the Board of Trustees determines that
it would be detrimental to the best interest of the Trust's remaining
shareholders to make payment in cash, the Trust may pay redemption proceeds in
whole or in part by a distribution-in-kind of readily marketable securities.

HOW ASSETS ARE VALUED

Values are determined according to accepted practices and all laws and
regulations that apply. The assets of each Portfolio are generally valued as
follows:

o Stocks and debt securities which mature in more than 60 days are valued on
the basis of market quotations.

o Foreign securities not traded directly in the United States are valued at
representative quoted prices in the currency in the country of origin.
Foreign currency amounts are translated into U.S. dollars at the bid price
last quoted by a composite list of major United States banks.

o Short-term debt securities in the Portfolios which mature in 60 days or
less are valued at amortized cost, which approximates market value.

o Other securities and assets for which market quotations are not readily
available or for which valuation cannot be provided are valued in good
faith by the Valuation Committee of the Board of Trustees using its best
judgment.

TAX INFORMATION

Each Portfolio of the Trust is a separate regulated investment company for
federal income tax purposes. Regulated investment companies are usually not
taxed at the entity (Portfolio) level. They pass through their income and gains
to their shareholders by paying dividends. Their shareholders include this
income on their respective tax returns. A Portfolio will be treated as a
regulated investment company if it meets

32
<PAGE>

specified federal income tax rules, including types of investments, limits on
investments, calculation of income, and dividend payment requirements. Although
the Trust intends that it and each Portfolio will be operated to have no federal
tax liability, if they have any federal tax liability, that could hurt the
investment performance of the Portfolio in question. Also, any Portfolio
investing in foreign securities or holding foreign currencies could be subject
to foreign taxes which could reduce the investment performance of the Portfolio.

It is important for each Portfolio to maintain its federal income tax regulated
investment company status because the shareholders of the Portfolio that are
insurance company separate accounts will then be able to use a favorable federal
income tax investment diversification testing rule in figuring out whether the
Contracts indirectly funded by the Portfolio meet tax qualification rules for
variable insurance contracts. If a Portfolio fails to meet specified investment
diversification requirements, owners of non-pension plan Contracts funded
through the Trust could be taxed immediately on the accumulated investment
earnings under their Contracts and could lose any benefit of tax deferral. The
Administrator and the Manager therefore carefully monitor compliance with all of
the regulated investment company rules and variable insurance contract
investment diversification rules.

33
<PAGE>

PRIOR PERFORMANCE OF EACH ADVISER

The following table provides information concerning the historical performance
of another registered investment company (or series) managed by each Adviser
that has investment objectives, policies, strategies and risks substantially
similar to those of the respective Portfolio(s) of the Trust for which it serves
as Adviser. The data is provided to illustrate the past performance of each
Adviser in managing a substantially similar investment vehicle as measured
against specified market indices. This data does not represent the past
performance of any of the Portfolios or the future performance of any Portfolio
or its Adviser. Consequently, potential investors should not consider this
performance data as an indication of the future performance of any Portfolio of
the Trust or of its Adviser and should not confuse this performance data with
performance data for each of the Trust's Portfolios, which is shown for each
Portfolio under the caption "ABOUT THE INVESTMENT PORTFOLIOS."

Each Adviser's performance data shown below for other registered investment
companies (or series thereof) was calculated in accordance with standards
prescribed by the SEC for the calculation of average annual total return
information for registered investment companies. Average annual total return
reflects changes in share prices and reinvestment of dividends and distributions
and is net of fund expenses. In each such instance, the share prices and
investment returns will fluctuate, reflecting market conditions as well as
changes in company-specific fundamentals of portfolio securities.

The performance results for the registered investment companies presented below
are subject to lower fees and expenses than the relevant Portfolios although in
most instances the fees and expenses are substantially similar. The investment
results presented below are unaudited. For more information on the specified
market indices used below, see the section "The Benchmarks." The name of the
other fund or account managed by the adviser is shown in BOLD. The name of the
Trust Portfolio is shown in (parentheses). The name of the benchmark is shown in
italics.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
ANNUAL RATES OF RETURN OF OTHER FUNDS OR ACCOUNTS
MANAGED BY ADVISERS
AS OF 12/31/98
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OTHER FUND OR ACCOUNT MANAGED BY ADVISER 1 5 10 SINCE INCEPTION
(EQAT Portfolio) YEAR YEARS YEARS INCEPTION DATE
- ------------------------------------------------------------------------------------------------------------------
Benchmark
- ------------------------------------------------------------------------------------------------------------------
EQ/ ALLIANCE PREMIER GROWTH FUND, INC - ADVISOR 49.85% N/A N/A 42.97% 10/1/96
CLASS(1)
(EQ/Alliance Premier Growth Portfolio)
- ------------------------------------------------------------------------------------------------------------------
S&P 500 Index 28.57% N/A N/A 21.60%
- ------------------------------------------------------------------------------------------------------------------

T. ROWE PRICE EQUITY INCOME FUND 9.23% 18.75% 15.18% 10/31/85
(T. Rowe Price Equity Income Portfolio)
- ------------------------------------------------------------------------------------------------------------------
S&P 500 Index(2) 28.57% 24.06% 19.21%
- ------------------------------------------------------------------------------------------------------------------
WARBURG PINCUS SMALL COMPANY VALUE FUND(3) (14.88)% N/A N/A 16.51% 12/29/95
(Warburg Pincus Small Company Value Portfolio)
- ------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(4) (2.54)% N/A N/A 11.58%
- ------------------------------------------------------------------------------------------------------------------
BT ADVISORS FUNDS - EAFE EQUITY INDEX FUND - 19.81% N/A N/A 9.69% 1/24/96
INSTITUTIONAL CLASS
(BT International Equity Index Portfolio)
- ------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index(5) 20.00% N/A N/A 9.70%
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
ANNUAL RATES OF RETURN OF OTHER FUNDS OR ACCOUNTS
MANAGED BY ADVISERS
AS OF 12/31/98
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OTHER FUND OR ACCOUNT MANAGED BY ADVISER 1 5 10 SINCE INCEPTION
(EQAT Portfolio) YEAR YEARS YEARS INCEPTION DATE
- ------------------------------------------------------------------------------------------------------------------
Benchmark
- ------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH FUND(6) 23.56% 19.66% 22.94% 12/29/86
(MFS Emerging Growth Companies Portfolio)
- ------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(3) (2.54)% 11.86% 12.94%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

1. Annualized performance for the Advisor Class shares. The Advisor Class
shares had a total expense ratio of 1.26% of its average daily net assets
for the year ended December 31, 1998. Other share classes have different
expenses and their performance will vary.

2. The S&P 500 Index ("S&P 500") is an unmanaged index containing common
stocks of 500 industrial, transportation, utility and financial companies,
regarded as generally representative of the larger capitalization portion
of the United States stock market. The S&P 500 reflects the reinvestment of
income dividends and capital gain distributions, if any, but does not
reflect fees, brokerage commissions, or other expenses of investing.

3. Absent the waiver of fees in 1998 by the Warburg Pincus Small Company Value
Fund's investment adviser and co-administrator, management fees of the
Warburg Pincus Small Company Value Fund would equal 1.00%, other expenses
would equal 0.94% and total operating expenses would equal 2.19%. The
investment adviser and co-administrator of the Warburg Pincus Small Company
Value Fund are under no obligation to continue these waivers.

4. The Russell 2000 Index is an unmanaged index (with no defined investment
objective) composed of approximately 2,000 small-capitalization stocks and
includes reinvestment of dividends. The index does not include fees or
operating expenses and is not available for actual investment. It is
compiled by the Frank Russell Company.

5. The Morgan Stanley Capital International EAFE Index ("EAFE Index") is an
unmanaged capitalization-weighted measure of stock markets in Europe,
Australia and the Far East. The returns of the EAFE Index assume dividends
are reinvested net of withholding tax and do not reflect any fees or
operating expenses. The index is not available for actual investment.

6. The results for the MFS Emerging Growth Fund (Class B shares) do not
reflect sales charges that may be imposed on such shares.

35
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Trust's
financial performance since May 1, 1997. The Trust began to offer Class IA
shares for the T. Rowe Price Equity Income, MFS Emerging Growth Companies,
Warburg Pincus Small Company Value and BT International Equity Portfolios on
November 24, 1998. For each of those Portfolios, the financial highlights
information in the table below is present for both the Class IA and Class IB
shares of those Portfolios, although only Class IA shares are offered by this
Prospectus. The financial information relating to both the Class IA shares and
the Class IB shares has been derived from the audited financial statements of
the Trust. These statements have been audited by PricewaterhouseCoopers LLP,
independent public accountants. PricewaterhouseCoopers' report on the Trust's
financial statements as of December 31, 1998 appears in the Trust's Annual
Report. The information should be read in conjunction with the financial
statements contained in the Trust's Annual Report which are incorporated by
reference into the Trust's Statement of Additional Information (SAI) and
available upon request.

<TABLE>
<CAPTION>
NET REALIZED
AND
UNREALIZED
GAIN (LOSS) ON DIVIDENDS
NET ASSET INVESTMENTS DIVIDENDS IN EXCESS DISTRIBUTIONS
VALUE, NET AND FOREIGN TOTAL FROM FROM NET OF NET FROM
BEGINNING INVESTMENT CURRENCY INVESTMENT INVESTMENT INVESTMENT REALIZED
OF PERIOD INCOME TRANSACTIONS OPERATIONS INCOME INCOME GAINS
--------- ---------- ------------ ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
EQ/Alliance Premier Growth
Protfolio -- -- -- -- -- -- --

T. Rowe Price
Equity Income Portfolio
CLASS IB DEC. 31, 1998
CLASS IB DEC. 31, 1997 $12.08 $0.22 $0.87 $1.09 $(0.22) -- $(0.28)
CLASS IA NOV. 24-DEC. 31, 1998 $10.00 $0.10 $2.11 $2.21 ($0.09) -- $(0.04)
$13.22 $0.06 $0.09+ $(0.03) $(0.24) -- $(0.28)

MFS Emerging Growth Companies
Portfolio
CLASS IB DEC. 31, 1998 $11.92 $(0.03) $4.15 $4.12 -- -- --
CLASS IB DEC. 31, 1997 $10.00 $0.02 $2.21 $2.23 $(0.02) -- $(0.18)
CLASS IA NOV. 24-DEC. 31, 1998 $14.18 -- $1.86 $1.86 -- -- --

Warburg Pincus Small Company
Value Portfolio
CLASS IB DEC. 31, 1998 $11.85 $0.05 $(1.24) $(1.91) $(0.04) -- --
CLASS IB DEC. 31, 1997 $10.00 $0.01 $1.90 $1.91 $(0.01) -- --
CLASS IA NOV. 24-DEC. 31, 1998 $10.40 $0.03 $0.23+ $0.26 $(0.06) -- --

*BT International Equity
Index Portfolio
CLASS IB DEC. 31, 1998 $10.00 $0.08 $1.92 $2.00 $(0.15) -- --
CLASS IB DEC. 31, 1997 -- -- -- -- -- -- --
CLASS IA NOV. 24-DEC. 31, 1998 $11.67 $0.03 $0.31 $0.34 $(0.17) -- --

</TABLE>

36
<PAGE>

DISTRIBUTIONS RATIO OF EXPENSES
IN EXCESS OF TOTAL NET ASSET NET ASSETS, END TO AVERAGE NET
REALIZED DIVIDENDS AND VALUE, END TOTAL RETURN OF PERIOD ASSETS AFTER
GAINS DISTRIBUTIONS OF PERIOD (b) (000'S) WAIVERS (a)(c)
----- ------------- --------- --- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
EQ/Alliance Premier Growth
Portfolio -- -- -- -- -- --

T. Rowe Price Equity Income
Portfolio
CLASS IB DEC. 31, 1998 -- $(0.05) $12.67 9.11% $242,001 0.85%(1)
CLASS IB DEC. 31, 1997 -- $(0.13) $12.08 22.11%(b) $99,947 0.85%(a)
CLASS IA NOV. 24-DEC. 31, 1998 -- $(0.52) $12.67 (2.21)%(b) $2,415 0.60%(a)(1)

MFS Emerging Growth Companies
Portfolio
CLASS IB DEC. 31, 1998 -- -- $16.04 34.57% $461,307 0.85%(1)
CLASS IB DEC. 31, 1997 $(0.11) $(0.31) $11.92 22.42%(b) $99,317 0.85%(a)
CLASS IA NOV. 24-DEC. 31, 1998 -- -- $16.04 13.12%(b) $5,978 0.60%(a)(1)

Warburg Pincus Small Company
Value Portfolio $(0.05) $10.61 (10.02)% $166,746 1.00%(1)
CLASS IB DEC. 31, 1998 -- $(0.06) $11.85 19.15%(b) $120,080 1.00%(a)
CLASS IB DEC. 31, 1997 $(0.05) $(0.07) $10.59 2.63%(b) $747 0.75%(a)(1)
CLASS IA NOV. 24-DEC. 31, 1998 --

*BT International Equity
Index Portfolio
CLASS IB DEC. 31, 1998 -- $(0.15) $11.85 20.07% $48,075 0.84%(1)
CLASS IB DEC. 31, 1997 -- -- -- -- -- --
CLASS IA NOV. 24-DEC. 31, 1998 -- $(0.17) $11.84 2.94%(b) $735 0.59%(a)(1)

</TABLE>

37
<PAGE>

<TABLE>
<CAPTION>
RATIO OF NET RATIO OF NET
RATIO OF EXPENSES TO INVESTMENT INCOME TO INVESTMENT INCOME TO
AVERAGE NET ASSETS AVERAGE NET ASSETS AVERAGE NET ASSETS PORTFOLIO
BEFORE WAIVERS (a)(c) AFTER WAIVERS(a)(c) BEFORE WAIVERS(a)(c) TURNOVER RATE
--------------------- -------------------- -------------------- -------------
<S> <C> <C> <C> <C>
EQ/Alliance Premier Growth
Portfolio -- -- -- --

T. Rowe Price Equity Income
Portfolio
CLASS IB DEC. 31, 1998 1.04%(1) 2.20%(1) 2.01%(1) 17%
CLASS IB DEC. 31, 1997 1.74%(a) 2.49%(a) 1.60%(a) 9%
CLASS IA NOV. 24-DEC. 31, 1998 0.79%(a)(1) 2.45%(a)(1) 2.26%(a)(1) 17%

MFS Emerging Growth Companies
Portfolio
CLASS IB DEC. 31, 1998 1.04%(1) (0.30)%(1) (0.49)%(1) 79%
CLASS 1B DEC. 31, 1997 1.82%(a) 0.61%(a) (0.36)%(a) 116%
CLASS IA NOV. 24-DEC. 31, 1998 (0.05)%(a)(1) (0.24)%(a)(1) 79%
0.79%(a)(1)

Warburg Pincus Small Company
Value Portfolio
CLASS IB DEC. 31, 1998 1.17%(1) 0.47%(1) 0.30%(1) 111%
CLASS IB DEC. 31, 1997 1.70%(a) 0.26%(a) (0.44)%(a) 44%
CLASS IA NOV. 24-DEC. 31, 1998 0.92%(a)(1) 0.72(a)(1) 0.55%(a)(1) 111%

*BT International Equity Index
Portfolio 1.49%(1) 1.11%(1) 0.46%(1) 3%
CLASS IB DEC. 31, 1998 -- -- -- --
CLASS IB DEC. 31, 1997 1.24%(a)(1) 1.36%(a)(1) 0.71%(a)(1) 3%
CLASS IA NOV. 24-DEC. 31, 1998

</TABLE>

- ------------------
*Commencement of Operations for the BT International Equity Index Portfolio was
January 1, 1998. No financial highlights are presented for EQ/Alliance Premier
Growth Portfolio, which commenced operations on May 1, 1999.

+ The amount shown for a share outstanding throughout the period does not accord
with the aggregate net gains on investments for that period because of the
timing of sales and repurchases of the Portfolio shares in relation to
fluctuating market value of the investments of the Portfolio.

(a) Annualized.

(b) Total return calculated for a period of less than one year is not
annualized.

(c) For further information concerning fee waivers, see the section entitled
"Expense Limitation Agreements" in the Prospectus.

(1) Reflects overall fund ratios for investment income and non-class specific
expense.

38
<PAGE>

[BACK COVER]

If you wish to know more, you will find additional information about the Trust
and its Portfolios in the following documents:

ANNUAL REPORT

The Annual Report includes more information about the Trust's performance and is
available upon request free of charge. The reports usually include performance
information, a discussion of market conditions and the investment strategies
that affected the Portfolios' performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI, dated May 1, 1999, is incorporated into this Prospectus by reference
and is available upon request free of charge by calling our toll free number at
1-888-855-5100.

You may visit the SEC's website at www.sec.gov to view the SAI and other
information about the Trust.

You can also review and copy information about the Trust, including the SAI, at
the SEC's Public Reference Room in Washington, D.C. You may have to pay a
duplicating fee. To find out more about the Public Reference Room, call the SEC
at 800-SEC-0330.

Investment Company Act File Number: 811-07953